FLEET FINANCIAL GROUP INC, 424B5, 1997-12-08

FLEET FINANCIAL GROUP INC
424B5, 1997-12-08
NATIONAL COMMERCIAL BANKS

Previous: HUMANA INC, 4, 1997-12-08

Next: IDS STOCK FUND INC, N-30D, 1997-12-08

<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-37231

PROSPECTUS SUPPLEMENT

10,750,000 SHARES

[LOGO]
COMMON STOCK
------------------
Of the 10,750,000 shares of Common Stock, par value $0.01 per share,
including the associated preferred share purchase rights (the "Common Stock"),
offered hereby by Fleet Financial Group, Inc., a Rhode Island corporation
("Fleet"), 8,600,000 shares are being offered initially in the United States and
Canada (the "U.S. Offering") by the U.S. Underwriters and 2,150,000 shares are
being offered initially in a concurrent offering outside the United States and
Canada (the "International Offering") by the International Managers, subject to
transfers between the U.S. Underwriters and the International Managers
(collectively, the "Underwriters"). Such offerings are collectively referred to
as the "Offering". The price to public and underwriting discount per share will
be identical for both offerings. See "Underwriting".

The outstanding shares of Common Stock are, and the shares of Common Stock
offered hereby will be, listed on the New York Stock Exchange (the "NYSE") under
the symbol "FLT". On December 4, 1997, the last reported sale price of the
Common Stock as reported on the NYSE composite tape was $70.438 per share. See
"Market Prices and Dividend Policy." For a description of the terms of the
Common Stock, see "Description of Common Stock" in the accompanying Prospectus.
------------------------

THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS OR DEPOSIT ACCOUNTS
AND ARE NOT INSURED BY THE SAVINGS ASSOCIATION INSURANCE FUND OR THE BANK
INSURANCE FUND OF THE FDIC OR BY ANY OTHER GOVERNMENTAL AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT (1) FLEET (2)
<S> <C> <C> <C>
Per Share.................................... $70.375 $1.50 $68.875
Total........................................ $756,531,250 $16,125,000 $740,406,250
</TABLE>

(1) Fleet has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting".
(2) Before deducting expenses of the Offering estimated at $175,000 payable by
Fleet.
------------------------
The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if issued to and accepted by them, and subject to
approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected that
delivery of the shares of Common Stock will be made in New York, New York on or
about December 10, 1997.
------------------------
MERRILL LYNCH & CO. UBS SECURITIES
CREDIT SUISSE FIRST BOSTON
GOLDMAN, SACHS & CO.
KEEFE, BRUYETTE & WOODS, INC.
LEHMAN BROTHERS
SALOMON SMITH BARNEY
------------------------
The date of this Prospectus Supplement is December 4, 1997.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING STABILIZING AND SYNDICATE COVERING TRANSACTIONS AND THE IMPOSITION OF
A PENALTY BID. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING".

FOR INVESTORS OUTSIDE THE UNITED STATES: NO ACTION HAS BEEN OR WILL BE TAKEN
IN ANY JURISDICTION BY FLEET OR BY ANY UNDERWRITER THAT WOULD PERMIT A PUBLIC
OFFERING OF THE COMMON STOCK OR POSSESSION OR DISTRIBUTION OF THIS PROSPECTUS IN
ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, OTHER THAN IN THE
UNITED STATES. PERSONS INTO WHOSE POSSESSION THIS PROSPECTUS COMES ARE REQUIRED
BY FLEET AND THE UNDERWRITERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY
RESTRICTIONS AS TO THE OFFERING OF THE COMMON STOCK AND THE DISTRIBUTION OF THIS
PROSPECTUS.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements contained in or incorporated by reference in this
Prospectus Supplement and accompanying Prospectus may be considered
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995. These statements relate to future operating results of
Fleet, including certain projections, business trends and future operating
results of Fleet and the companies it is acquiring described herein under
"Recent Transactions". Actual results may differ materially from those projected
as a result of certain risks and uncertainties, including but not limited to (i)
expected cost savings from the acquisitions cannot fully be realized or realized
within the expected timeframe; (ii) revenues following the acquisitions are
lower than expected; (iii) competitive pressures among financial institutions
increase significantly; (iv) costs or difficulties related to the integration of
the businesses are greater than expected; (v) general economic conditions,
either nationally or in the states in which the combined company will be doing
business, are less favorable than expected; (vi) legislation or regulatory
changes adversely affect the businesses in which the combined company would be
engaged; (vii) those factors discussed in the accompanying Prospectus under
"Fleet Financial Group, Inc.--Regulatory Matters"; and (viii) other risks and
uncertainties detailed from time to time in the filings of Fleet with the
Securities and Exchange Commission (the "Commission").

S-2
<PAGE>
FLEET FINANCIAL GROUP, INC.

THIS SECTION REPLACES THE SECTION ENTITLED "FLEET FINANCIAL GROUP, INC. --
GENERAL" IN THE ACCOMPANYING PROSPECTUS.

Fleet is a diversified financial services company organized under the laws
of the State of Rhode Island. At September 30, 1997, Fleet was the 12th largest
bank holding company in the United States, with total assets of $83.6 billion,
total deposits of $62.9 billion and stockholders' equity of $7.2 billion.

Fleet is engaged in a general consumer and commercial banking and investment
management business throughout the states of Connecticut, Massachusetts, New
Jersey, New York, Rhode Island, Maine, New Hampshire and Florida through its
five banking subsidiaries, and also provides, through its nonbanking
subsidiaries, a variety of financial services, including mortgage banking,
asset-based lending, consumer finance, real estate financing, securities
brokerage services, capital markets services and investment banking, investment
advice and management, data processing and student loan servicing.

The principal office of Fleet is located at One Federal Street, Boston,
Massachusetts 02110, telephone number (617) 346-4000.

RECENT TRANSACTIONS

Consistent with Fleet's strategy to combine the strengths of a leading
regional bank with the national distribution capabilities of a diversified
financial services company, Fleet has agreed to make three acquisitions which
will expand its investment advisory, discount brokerage and credit card business
lines, as well as to expand the number and geographic diversity of its customer
base. As a result of these acquisitions, customers served by Fleet are expected
to increase from approximately 6.2 million to approximately 13.2 million and
revenue from outside New England is expected to increase to over 50% of Fleet's
total revenue.

COLUMBIA MANAGEMENT COMPANY

On August 14, 1997, Fleet agreed to acquire Columbia Management Company
("Columbia"), a Portland, Oregon-based asset manager with 1996 revenues of $96
million and $22 billion under management, including a family of no-load mutual
funds. The premium to be paid for the purchase of Columbia is $400 million. The
agreement stipulates potential earnout and management retention incentives to be
paid over six years. The acquisition of Columbia will increase Fleet's
investment advisory assets under management by 40% and will broaden its
institutional product and mutual fund offerings and both retail and
institutional national client base. Following the closing of the transaction,
Columbia will be run as an independent business unit of Fleet, with senior
members of Columbia's management committed to remain with Columbia after the
closing. Fleet currently expects this transaction to close by the end of 1997 or
early in the first quarter of 1998. Fleet will account for this acquisition
under the purchase method of accounting.

THE QUICK & REILLY GROUP, INC.

On September 17, 1997, Fleet announced that it had entered into an agreement
to acquire The Quick & Reilly Group, Inc. ("Quick & Reilly") at an exchange
ratio of 0.578 shares of Common Stock for each share of Quick & Reilly common
stock. As of October 31, 1997, approximately 38.6 million shares of Quick &
Reilly common stock were issued and outstanding. Quick & Reilly is the third
largest discount brokerage firm in the United States, with revenues for its
fiscal year ended February 28, 1997 of $507 million.

The Quick & Reilly transaction will give Fleet the opportunity to
significantly expand its distribution channels for its consumer banking,
investment management services, discount brokerage services and sales of its
mutual fund and annuity products. The transaction will also allow Fleet to
expand its retail customer base and provide its existing customers with
additional investment and securities products. Quick & Reilly will be operated
as an independent operation within Fleet's investment management services
division. As part of the transaction, the top six members of Quick & Reilly's
management have entered into five-year

S-3
<PAGE>
employment agreements to continue with Fleet following the closing. The
agreement also provides for management retention and performance-based
incentives to be paid to Quick & Reilly's senior managers over three years.

Quick & Reilly operates as a holding company for its four principal
operating subsidiaries: Quick & Reilly, Inc. ("Q&R, Inc."), a New York Stock
Exchange member organization performing discount brokerage services for
individual retail customers; U.S. Clearing Corp., a securities clearing
operation which clears all securities transactions for Q&R, Inc.'s customer
accounts and other correspondent brokerage firms; JJC Specialist Corp., one of
the largest specialist firms on the floor of the New York Stock Exchange, making
a market in the equity securities of New York Stock Exchange-listed companies;
and Nash Weiss & Co., a brokerage firm which acts as a market maker in
over-the-counter securities.

The acquisition, to be accounted for as a pooling of interests, is expected
to close early in the first quarter of 1998.

ADVANTA CORPORATION

On October 28, 1997, Fleet agreed to acquire the credit card operations of
Advanta Corporation ("Advanta") for a premium of approximately $500 million,
with an aggregate potential $100 million earnout to be paid over five years.
Advanta's credit card operations, which earned $30 million in the third quarter
of 1997, will add approximately $11.5 billion in managed credit card
receivables. Following consummation of this transaction and the combination of
Fleet's credit card operations with those of Advanta's, Fleet believes that it
will be among the top ten issuers of credit cards in the United States, with
approximately $14 billion in managed receivables and over 8 million customers.

The acquisition of Advanta's credit card operations will allow Fleet to
compete on a larger scale in a competitive environment of credit card business
consolidations in order to retain and grow Fleet's customer base. Fleet believes
that this acquisition will enhance Fleet's credit card operations by providing
the opportunity to combine Fleet's risk management practices with Advanta's
state of the art database technology, direct marketing, and product testing
capabilities in the credit card business.

The transaction, to be accounted for under the purchase method of
accounting, is expected to close in the first quarter of 1998.

THIRD QUARTER RESULTS

Fleet reported net income of $329 million for the third quarter of 1997, or
$1.20 per common share, an increase of 18%, compared to $295 million, or $1.02
per common share, earned in the third quarter of 1996. Return on average assets
and return on common equity for the third quarter of 1997 were 1.60% and 19.89%,
respectively, as compared to 1.35% and 17.83%, respectively, for the third
quarter of 1996. Net income for the first nine months of 1997 was $968 million,
or $3.48 per common share, an increase of 20%, compared to $836 million, or
$2.91 per common share, for the first nine months of 1996.

Net interest income totaled $926 million during the third quarter of 1997,
an increase of $10 million from the second quarter of 1997 and a decrease of $8
million from the third quarter of 1996. The increase in net interest income from
the second quarter is primarily attributable to $1.1 billion of growth in the
loan portfolio. Net interest margin for the third quarter of 1997 was 5.23%,
compared to 5.25% for the second quarter of 1997 and 5.01% for the third quarter
of 1996.

The provision for credit losses in the third quarter of 1997 was $85
million, as compared to $65 million for the third quarter of 1996. Net
charge-offs for the third quarter of 1997 were $93 million, as compared to $110
million for the third quarter of 1996, the result of continued improvement in
Fleet's commercial credit portfolios. Nonperforming assets in the third quarter
of 1997 totaled $479 million, a decrease of $52 million from the second quarter
of 1997 and $280 million from the third quarter of 1996. The reserve for credit
losses was $1.4 billion, $1.4 billion and $1.5 billion at September 30, 1997,
June 30, 1997 and September 30, 1996, respectively. The reserve for credit
losses represented 2.4%, 2.5% and 2.6% of total loans at September 30, 1997,
June 30, 1997 and September 30, 1996, respectively.

S-4
<PAGE>
Noninterest income in the third quarter of 1997 totaled $514 million, an
increase of $30 million over the third quarter of 1996, after adjusting for
divested businesses. While growth was experienced in nearly all major core
noninterest revenue categories, the results of certain strategic initiatives
were particularly noteworthy. After adjusting for the sale of the corporate
trust business, investment services revenue in the third quarter of 1997
increased by $16 million, or 18%, from the third quarter of 1996 due to growth
in the levels of managed assets fueled by the strong equity market. Revenues in
the third quarter of 1997 from the corporate finance division, which was
established in March 1996, increased by $18 million to $21 million from the
third quarter of 1996. Noninterest expense in the third quarter of 1997 totaled
$791 million, a decrease of $70 million as compared to $861 million during the
third quarter of 1996.

Total assets at September 30, 1997 were $83.6 billion, compared to $83.4
billion at June 30, 1997. Stockholders' equity amounted to $7.2 billion at
September 30, 1997, compared to $7.0 billion at June 30, 1997.

S-5
<PAGE>
USE OF PROCEEDS

The net proceeds of the Offering are approximately $740 million, after
deduction of the underwriting discount and estimated offering expenses. Fleet
intends to use approximately $500 million of the net proceeds of the Offering in
connection with the Advanta transaction and the remaining net proceeds for
general corporate purposes, principally to extend credit to, or fund investments
in, its subsidiaries. The precise amounts and timing of extensions of credit to,
and investments in, such subsidiaries will depend upon the subsidiaries' funding
requirements and the availability of other funds. Pending such applications, the
net proceeds may be temporarily invested in marketable securities or applied to
the reduction of Fleet's short-term indebtedness. Based upon the historic and
anticipated future growth of Fleet and the financial needs of its subsidiaries,
Fleet may engage in additional financing of a character and amount to be
determined as the need arises.

MARKET PRICES AND DIVIDEND POLICY

The Common Stock is listed on the NYSE under the symbol "FLT". At October
31, 1997, there were 250,218,766 shares of Common Stock outstanding which were
held by approximately 55,046 holders of record and approximately 165,138
beneficial owners.

The following table sets forth the high and low sales prices for Fleet
Common Stock as reported on the NYSE composite tape, and the cash dividends
declared, for the calendar periods indicated.

<TABLE>
<CAPTION>
PRICE CASH
-------------------- DIVIDENDS
CALENDAR YEAR HIGH LOW DECLARED
- --------------------------------------------------------------------------------- --------- --------- -----------
<S> <C> <C> <C>
1995
First Quarter.................................................................... $ 34.625 $ 30.875 $ .40
Second Quarter................................................................... 38.375 32.125 .40
Third Quarter.................................................................... 39.125 35.000 .40
Fourth Quarter................................................................... 43.000 38.125 .43

1996
First Quarter.................................................................... $ 42.500 $ 39.250 $ .43
Second Quarter................................................................... 45.375 40.375 .43
Third Quarter.................................................................... 44.625 38.500 .43
Fourth Quarter................................................................... 55.875 44.875 .45

1997
First Quarter.................................................................... $ 62.750 $ 49.625 $ .45
Second Quarter................................................................... 65.813 55.500 .45
Third Quarter.................................................................... 70.750 63.375 .45
Fourth Quarter (through December 4, 1997)........................................ 70.938 61.938 .49
</TABLE>

The last sale price of the Common Stock as reported on the NYSE composite
tape on December 4, 1997 was $70.438 per share.

In the fourth quarter of 1997, the Board of Directors of Fleet increased the
quarterly dividend from $.45 to $.49 per share. The declaration and amount of
future dividends, including any dividend to be declared during the first quarter
of 1998, will depend on circumstances existing at the time, including Fleet's
earnings, financial condition and capital requirements as well as regulatory
limitations and such other factors as the Board of Directors may deem relevant.
As described under "Fleet Financial Group, Inc.--Regulatory Matters" in the
accompanying Prospectus, federal law limits the ability of Fleet's subsidiary
national banks to pay dividends to Fleet.

S-6
<PAGE>
CAPITALIZATION

The following table sets forth the actual consolidated capitalization of
Fleet at September 30, 1997, and Fleet's capitalization as adjusted to give
effect to the Offering. This table should be read in conjunction with Fleet's
consolidated financial statements and notes thereto included in the documents
incorporated by reference herein. See "Incorporation of Certain Documents by
Reference".
<TABLE>
<CAPTION>
AS
ACTUAL ADJUSTED
--------- ---------
<S> <C> <C>
AT SEPTEMBER 30,
1997
--------------------

<CAPTION>
(DOLLARS IN
MILLIONS)
<S> <C> <C>
Long-term debt....................................................... $ 4,459 $ 4,459

STOCKHOLDERS' EQUITY
Preferred stock, $1.00 par value................................... 835 835
Common stock, $.01 par value....................................... 3 3
Common surplus..................................................... 3,112 3,246
Retained earnings.................................................. 3,919 3,919
Net unrealized gain on securities.................................. 71 71
Treasury stock..................................................... (753) (147)
--------- ---------

Total stockholders' equity........................................... 7,187 7,927
--------- ---------

Total long-term debt and stockholders' equity........................ $ 11,646 $ 12,386
--------- ---------
--------- ---------
</TABLE>

S-7
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The following unaudited consolidated summary sets forth selected financial
data for Fleet and its subsidiaries for the nine months ended September 30, 1997
and 1996 and for each of the years in the five-year period ending December 31,
1996. The following summary should be read in conjunction with the financial
information incorporated herein by reference to other documents. See
"Incorporation of Certain Documents by Reference". The summary for the nine
months ended September 30, 1997 and 1996 is based on unaudited financial
statements which include all adjustments that, in the opinion of management of
Fleet, are necessary for a fair presentation of the results of the respective
interim periods. The results of operations for the nine months ended September
30, 1997 are not necessarily indicative of the results expected for 1997 or any
other interim period. Certain amounts in prior periods have been reclassified to
conform to current-year presentation.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------------------------- ----------------------------------------------------------
1997 1996 1996 1995 1994
---------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

<CAPTION>
CONSOLIDATED SUMMARY
OF OPERATIONS:
<S> <C> <C> <C> <C> <C>
Interest income
(fully taxable
equivalent)....... $ 4,393 $ 4,379 $ 5,878 $ 6,069 $ 5,260
Interest expense.... 1,649 1,850 2,439 3,005 2,161
Net interest
income............ 2,744 2,529 3,439 3,064 3,099
Provision for credit
losses............ 233 148 213 101 65
Net interest income
after provision
for credit
losses............ 2,511 2,381 3,226 2,963 3,034
Noninterest
income............ 1,730 1,484 2,013 1,665 1,468
Noninterest
expense........... 2,584 2,416 3,272 3,550 3,070
Net income.......... 968 836 1,139 (610a) 849
EARNINGS PER COMMON
SHARE:
Fully diluted....... $ 3.48 $ 2.91 $ 3.95 $ 1.57(a) $ 3.09
Weighted average
fully diluted
shares
outstanding....... 264,022,822 269,259,878 270,393,996 265,886,363 264,828,469
Book value per
common share...... $ 25.42 $ 23.90 $ 24.66 $ 22.71 $ 20.68
Cash dividends
declared per
common share...... 1.35 1.29 1.74 1.63 1.40
Common dividend
payout ratios..... 37.3% 43.3% 42.8% 90.4% 36.8%
RATIO OF EARNINGS TO
FIXED CHARGES:
Excluding interest
on deposits....... 4.60x 3.41x 3.62x 1.78x 2.33x
Including interest
on deposits....... 1.97 1.75 1.78 1.34 1.62
RATIO OF EARNINGS TO
FIXED CHARGES AND
DIVIDENDS ON PREFERRED
STOCK:
Excluding interest
on deposits....... 4.04 3.10 3.26 1.74 2.27
Including interest
on deposits....... 1.92 1.72 1.74 1.33 1.61
CONSOLIDATED BALANCE
SHEET--
AVERAGE BALANCES:
Total assets........ $ 82,092 $ 82,220 $ 83,124 $ 82,727 $ 79,561
Securities held to
maturity(c)....... 1,138 980 1,045 7,736 8,787
Securities available
for sale(c)....... 7,395 10,836 10,287 12,779 16,923
Loans and leases,
net of unearned
income............ 58,593 55,004 56,074 51,043 44,102
Interest-bearing
deposits.......... 47,703 46,489 47,334 43,120 40,113
Short-term
borrowings........ 4,433 6,497 5,844 14,046 15,355
Long-term
debt/subordinated
notes
and debentures.... 4,698 5,669 5,486 6,581 5,383
Dual Convertible
Preferred Stock... -- -- -- -- --
Stockholders'
equity............ 7,115 6,905 7,021 6,545 5,782
CONSOLIDATED RATIOS:
Net interest margin
(fully taxable
equivalent)....... 5.21% 4.75% 4.81% 4.12% 4.30%
Return on average
assets............ 1.58 1.36 1.37 (.74a) 1.07
Return on average
common
stockholders'
equity............ 19.65(d) 17.34(d) 17.43(d) 9.32(a)(d) 15.66(d)
Average
stockholders'
equity to average
assets............ 8.67 8.40 8.45 7.91 7.27
Tier 1 risk-based
capital ratio..... 7.13 7.06 7.67 7.61 9.14
Total risk-based
capital ratio..... 10.79 10.82 11.36 11.29 12.92
Period-end reserve
for credit losses
to period-end
loans and leases,
net of unearned
income............ 2.42% 2.58% 2.53% 2.56% 3.25%
Net charge-offs to
average loans and
leases, net of
unearned income... .65 .60 .66 .59 .54
Period-end
nonperforming
assets to
period-end loans
and leases, net of
unearned income,
and other real
estate owned...... (.81e) 1.26(e) 1.23(e) (.97e) 1.65

1993 1992
---------------- ----------------
<S> <C> <C>

CONSOLIDATED SUMMARY
OF OPERATIONS:
<S> <C> <C>
Interest income
(fully taxable
equivalent)....... $ 5,086 $ 5,318
Interest expense.... 1,917 2,337
Net interest
income............ 3,169 2,981
Provision for credit
losses............ 327 728
Net interest income
after provision
for credit
losses............ 2,842 2,253
Noninterest
income............ 1,636 1,784
Noninterest
expense........... 3,332 3,366
Net income.......... (817b) (366b)
EARNINGS PER COMMON
SHARE:
Fully diluted....... $ 3.03(b) $ 1.40(b)
Weighted average
fully diluted
shares
outstanding....... 257,373,073 237,116,784
Book value per
common share...... $ 21.76 $ 17.65
Cash dividends
declared per
common share...... 1.025 .825
Common dividend
payout ratios..... 24.6% 31.5%
RATIO OF EARNINGS TO
FIXED CHARGES:
Excluding interest
on deposits....... 2.36x 1.90x
Including interest
on deposits....... 1.56 1.26
RATIO OF EARNINGS TO
FIXED CHARGES AND
DIVIDENDS ON PREFERRED
STOCK:
Excluding interest
on deposits....... 2.27 1.82
Including interest
on deposits....... 1.54 1.25
CONSOLIDATED BALANCE
SHEET--
AVERAGE BALANCES:
Total assets........ $ 75,286 $ 71,633
Securities held to
maturity(c)....... 7,735 4,300
Securities available
for sale(c)....... 14,140 14,061
Loans and leases,
net of unearned
income............ 43,283 43,029
Interest-bearing
deposits.......... 39,766 42,031
Short-term
borrowings........ 12,807 8,848
Long-term
debt/subordinated
notes
and debentures.... 5,039 4,116
Dual Convertible
Preferred Stock... -- 283
Stockholders'
equity............ 5,311 4,118
CONSOLIDATED RATIOS:
Net interest margin
(fully taxable
equivalent)....... 4.63% 4.57%
Return on average
assets............ 1.09(b) (.51b)
Return on average
common
stockholders'
equity............ 17.11(b) 9.12(b)
Average
stockholders'
equity to average
assets............ 7.05 6.14
Tier 1 risk-based
capital ratio..... 10.44 9.89
Total risk-based
capital ratio..... 14.89 14.61
Period-end reserve
for credit losses
to period-end
loans and leases,
net of unearned
income............ 3.82% 4.43%
Net charge-offs to
average loans and
leases, net of
unearned income... 1.35 2.15
Period-end
nonperforming
assets to
period-end loans
and leases, net of
unearned income,
and other real
estate owned...... 2.35 4.53
</TABLE>

S-8
<PAGE>
- ------------------------
(a) Includes impact of the loss on assets held for sale or accelerated
disposition ($175 million pre-tax) and merger-related charges ($490 million
pre-tax) recorded in 1995. Excluding these special charges, return on
average common stockholders' equity and return on average assets would have
been 16.29% and 1.26%, respectively, while net income and earnings per share
would have been $1,039 million and $3.77, respectively.

(b) Includes impact of cumulative effect of change in accounting method of $53
million in 1993 and extraordinary credit of $18 million in 1992.

(c) For a discussion of Fleet's reclassification in 1992 of its "securities held
to maturity" to "securities available for sale", see Fleet's Current Report
on Form 8-K dated October 21, 1992. Effective January 1, 1994, Fleet adopted
FASB Statement No. 115, "Accounting for Certain Investments in Debt and
Equity Securities." The standard requires that securities available for sale
be reported at fair value, with unrealized gains or losses reflected as a
separate component of stockholders' equity. In connection with the adoption
of FASB Statement No. 115, Fleet transferred securities netting to $345
million from the held to maturity portfolio to the available for sale
portfolio. During the fourth quarter of 1995, Fleet reclassified
substantially all of its securities held to maturity to securities available
for sale as the FASB permitted a one-time opportunity for institutions to
reassess the appropriateness of the designations of all securities.

(d) Fleet's return on average common stockholders' equity includes the average
unrealized gains and losses on securities available for sale. Excluding the
impact of FASB Statement No. 115, Fleet's return on average common
stockholders' equity would have been 19.72%, 17.29%, 17.42%, 9.25% and
15.35%, respectively, for the nine months ended September 30, 1997 and 1996
and the years ended December 31, 1996, 1995 and 1994.

(e) Excludes $172 million, $287 million, $265 million and $317 million of
nonperforming assets reclassified to held for sale or accelerated
disposition at September 30, 1997, September 30, 1996, December 31, 1996 and
December 31, 1995, respectively. Including such amounts, the ratios would
have been 1.10%, 1.74%, 1.68% and 1.58% at September 30, 1997, September 30,
1996, December 31, 1996 and December 31, 1995, respectively.

S-9
<PAGE>
CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following is a general summary of certain U.S. Federal income and estate
tax consequences expected to result under current law from the purchase,
ownership, sale or other taxable disposition of Common Stock by any person or
entity other than (a) a citizen or resident of the United States, (b) a
corporation created or organized in or under the laws of the United States or of
any State thereof (including the District of Columbia), (c) an estate or trust
described in Section 7701(a)(30) of the Internal Revenue Code of 1986, as
amended (the "Code") or (d) a person or entity otherwise subject to U.S. Federal
income taxation on income from sources outside the United States (a "Non-U.S.
Holder"). This summary does not address all U.S. Federal income and estate tax
considerations that may be relevant to Non-U.S. Holders in light of their
particular circumstances or to certain Non-U.S. Holders that may be subject to
special treatment under U.S. Federal income tax laws. Furthermore, this summary
does not discuss any aspects of foreign, state or local taxation. This summary
is based on current provisions of the Code, existing, temporary and proposed
regulations promulgated thereunder and administrative and judicial
interpretations thereof, all of which are subject to change, possibly with
retroactive effect. PROSPECTIVE PURCHASERS OF COMMON STOCK ARE ADVISED TO
CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES OF ACQUIRING,
HOLDING AND DISPOSING OF COMMON STOCK.

DIVIDENDS

Dividends paid to a Non-U.S. Holder of Common Stock generally will be
subject to withholding of U.S. Federal income tax at a 30% rate (or such lower
rate as may be specified by an applicable income tax treaty) unless the dividend
is (a) effectively connected with the conduct of a trade or business of the Non-
U.S. Holder within the United States or (b) if a tax treaty applies, is
attributable to a United States permanent establishment of the Non-U.S. Holder,
in which cases the dividend will be taxed at ordinary U.S. Federal income tax
rates. If the Non-U.S. Holder is a corporation, such effectively connected
income may also be subject to an additional "branch profits tax." A Non-U.S.
Holder may be required to satisfy certain certification requirements in order to
claim treaty benefits or otherwise claim a reduction of, or exemption from, the
withholding obligation pursuant to the above described rules.

SALE OR OTHER DISPOSITION OF COMMON STOCK

A Non-U.S. Holder generally will not be subject to U.S. Federal income or
withholding tax in respect of any gain recognized on the sale or other taxable
disposition of Common Stock unless (a) the gain is effectively connected with a
trade or business of the Non-U.S. Holder in the United States; (b) in the case
of a Non-U.S. Holder who is an individual and holds the Common Stock as a
capital asset, the holder is present in the United States for 183 or more days
in the taxable year of the disposition and satisfies certain other conditions;
(c) the Non-U.S. Holder is subject to tax pursuant to the provisions of U.S.
Federal income tax law applicable to certain United States expatriates; or
(d)(i) Fleet is or has been during certain periods preceding the disposition a
"U.S. real property holding corporation" for U.S. Federal income tax purposes
(which Fleet does not believe it is or is likely to become) and, (ii) assuming
that the Common Stock will be "regularly traded on an established securities
market" for tax purposes, the Non-U.S. Holder held, directly or indirectly, at
any time during the five-year period ending on the date of disposition, more
than 5% of the outstanding Common Stock.

BACKUP WITHHOLDING AND REPORTING REQUIREMENTS

On October 6, 1997, the Internal Revenue Service issued final regulations
relating to withholding, information reporting and backup withholding that unify
current certification procedures and forms and clarify reliance standards (the
"Final Regulations"). The Final Regulations generally will be effective with
respect to payments made after December 31, 1998. Except as provided below, this
section describes rules applicable to payments made on or before December 31,
1998.

DIVIDENDS. United States backup withholding tax generally will not apply to
dividends paid on Common Stock to a Non-U.S. Holder at an address outside the
United States. Fleet must report annually to the Internal Revenue Service and to
each Non-U.S. Holder the amount of dividends paid to, and the tax

S-10
<PAGE>
withheld with respect to, such holder, regardless of whether any tax was
actually withheld. This information may also be made available to the tax
authorities in the Non-U.S. Holder's country of residence.

SALE OR OTHER DISPOSITION OF COMMON STOCK. Upon the sale or other taxable
disposition of Common Stock by a Non-U.S. Holder to or through a United States
office of a broker, the broker must backup withhold at a rate of 31% and report
the sale to the Internal Revenue Service, unless the holder certifies its
Non-U.S. status under penalties of perjury or otherwise establishes an
exemption. Upon the sale or other taxable disposition of Common Stock by a
Non-U.S. Holder to or through the foreign office of a United States broker, or a
foreign broker with certain types of relationships to the United States, the
broker must report the sale to the Internal Revenue Service (but not backup
withhold), unless the broker has documentary evidence in its files that the
seller is a Non-U.S. Holder and/or certain other conditions are met, or the
holder otherwise establishes an exemption.

Amounts withheld under the backup withholding rules generally are allowable
as a credit against such Non-U.S. Holder's U.S. Federal income tax liability (if
any), which may entitle such Non-U.S. Holder to a refund, provided that the
required information is furnished to the Internal Revenue Service.

The Final Regulations eliminate the general prior legal presumption that
dividends paid to an address in a foreign country are paid to a resident of that
country. In addition, the Final Regulations impose certain certification and
documentation requirements on Non-U.S. Holders claiming the benefit of a reduced
withholding rate with respect to dividends under a tax treaty or otherwise
claiming a reduction of, or exemption from, the withholding obligation described
above.

PROSPECTIVE PURCHASERS OF THE COMMON STOCK ARE URGED TO CONSULT THEIR OWN
TAX ADVISORS AS TO THE EFFECT, IF ANY, OF THE FINAL REGULATIONS ON THEIR
PURCHASE, OWNERSHIP AND DISPOSITION OF THE COMMON STOCK.

FEDERAL ESTATE TAXES

Common Stock owned or treated as owned by an individual Non-U.S. Holder who
is not a citizen or resident (as specially defined for U.S. Federal estate tax
purposes) of the United States at the time of death will be included in such
individual's gross estate for U.S. Federal estate tax purposes, unless an
applicable estate tax treaty provides otherwise.

S-11
<PAGE>
UNDERWRITING

Subject to the terms and conditions set forth in a purchase agreement (the
"U.S. Purchase Agreement"), Fleet has agreed to sell to each of the underwriters
named below (the "U.S. Underwriters"), and each of the U.S. Underwriters, for
whom Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC
are acting as representatives (the "U.S. Representatives"), has severally agreed
to purchase, the number of shares of Common Stock set forth opposite their
respective names below.

<TABLE>
<S> <C>
NUMBER OF
U.S. UNDERWRITERS SHARES
- ----------------------------------------------------------------------------------- ----------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated............................................................. 2,580,000
UBS Securities LLC................................................................. 1,720,000
Credit Suisse First Boston Corporation............................................. 860,000
Goldman, Sachs & Co................................................................ 860,000
Keefe, Bruyette & Woods, Inc....................................................... 860,000
Lehman Brothers Inc................................................................ 860,000
Smith Barney Inc................................................................... 860,000
----------
Total.................................................................... 8,600,000
</TABLE>

Fleet has also entered into a purchase agreement (the "International
Purchase Agreement" and, together with the U.S. Purchase Agreement, the
"Purchase Agreements") with Merrill Lynch International and UBS Limited, acting
as lead managers (the "Lead Managers") and certain other underwriters outside
the United States (collectively, the "International Managers" and together with
the U.S. Underwriters, the "Underwriters"). Subject to the terms and conditions
set forth in the International Purchase Agreement, Fleet has agreed to sell to
the International Managers, and the International Managers have severally agreed
to purchase, an aggregate of 2,150,000 shares of Common Stock. The initial
public offering price per share of Common Stock and the underwriting discount
per share of Common Stock will be identical for each of the U.S. Offering and
the International Offering.

In each Purchase Agreement, the Underwriters named therein have agreed,
subject to the terms and conditions set forth in such Purchase Agreement, to
purchase all of the shares of Common Stock being sold pursuant to such Purchase
Agreement if any of the shares of Common Stock being sold pursuant to such
Purchase Agreement are purchased or subscribed for. Under certain circumstances
under the Purchase Agreements, the commitment of nondefaulting Underwriters may
be increased. Each Purchase Agreement provides that Fleet is not obligated to
sell, and the Underwriters named therein are not obligated to purchase, the
shares of Common Stock under the terms of such Purchase Agreement unless all of
the shares of Common Stock to be sold pursuant to the Purchase Agreements are
contemporaneously sold.

The U.S. Representatives have advised Fleet that the U.S. Underwriters
propose initially to offer the shares of Common Stock offered hereby to the
public at the public offering price set forth on the cover page of this
Prospectus Supplement, and to certain dealers at such price less a concession
not in excess of $0.95 per share. The U.S. Underwriters may allow, and such
dealers may reallow, a discount not in excess of $0.10 per share on sales to
certain other dealers. After the initial public offering, the public offering
price, concession and discount may be changed.

Fleet has been informed that the Underwriters have entered into an agreement
(the "Intersyndicate Agreement") providing for the coordination of their
activities. Under the terms of the Intersyndicate Agreement, the U.S.
Underwriters and the International Managers are permitted to sell shares of
Common Stock to each other for purposes of resale. Fleet has been informed that,
under the terms of the Intersyndicate Agreement, the U.S. Underwriters and any
dealer to whom they sell shares of Common Stock will not offer to sell or sell
shares of Common Stock to persons who are non-U.S. or non-Canadian persons or to
persons they believe intend to resell to persons who are non-U.S. or
non-Canadian persons, and the International Managers and any bank, broker or
dealer to whom they sell shares of Common Stock

S-12
<PAGE>
will not offer to sell or sell shares of Common Stock to U.S. persons or to
Canadian persons or to persons they believe intend to resell to U.S. persons or
to Canadian persons, except in each case for transactions pursuant to the
Intersyndicate Agreement which, among other things, permits the Underwriters to
purchase from each other and offer for resale such number of shares of Common
Stock as the selling Underwriter or Underwriters and the purchasing Underwriter
or Underwriters may agree.

In connection with the Offering, the Underwriters may engage in stabilizing
transactions, syndicate covering transactions and penalty bids in accordance
with Rule 104 under the Securities Exchange Act of 1934, as amended. Stabilizing
transactions permit bids to purchase the Common Stock so long as the stabilizing
bids do not exceed a specified maximum. Syndicate covering transactions involve
purchases of the Common Stock in the open market following completion of the
Offering to cover all or a portion of a short position created by the
Underwriters selling more shares of Common Stock in connection with the Offering
than are available for purchase from Fleet. In addition, the Underwriters may
impose "penalty bids" under contractual arrangements between the Underwriters
and dealers participating in the Offering whereby they may reclaim from a dealer
participating in the Offering the selling concession with respect to shares of
Common Stock that are distributed in the Offering but subsequently purchased for
the account of the Underwriters in the open market. Such stabilizing
transactions, syndicate covering transactions and penalty bids may result in the
maintenance of the price of the Common Stock at a level above that which might
otherwise prevail in the open market. None of the transactions described in this
paragraph is required and, if any are undertaken, they may be discontinued at
any time.

Fleet has agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or to
contribute to payments the Underwriters may be required to make in respect
thereof.

Fleet has agreed, for a period of 60 days after the date of this Prospectus,
not to sell, grant any option for the sale of or otherwise dispose of any shares
of Common Stock or any security convertible into or exercisable for shares of
Common Stock (except for shares of Common Stock offered hereby or issued
pursuant to certain reservations and existing agreements and pursuant to stock
option, employee benefit and dividend reinvestment and stock purchase plans),
either directly or indirectly, without the prior written consent of the U.S.
Representatives and the Lead Managers.

Certain of the U.S. Underwriters, including the U.S. Representatives, and
their associates and affiliates may be customers of, including borrowers from,
engage in transactions with, and/or perform services, including investment
banking services, for Fleet and its subsidiaries in the ordinary course of
business.

S-13
<PAGE>
AVAILABLE INFORMATION

THIS SECTION REPLACES THE SECTION ENTITLED "AVAILABLE INFORMATION" IN THE
ACCOMPANYING PROSPECTUS.

Fleet is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Proxy statements, reports and other information concerning Fleet can
be inspected and copied at the Commission's office at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and the Commission's
Regional Offices in New York (Suite 1300, Seven World Trade Center, New York,
New York 10048) and Chicago (Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661), and copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates or by accessing the
Commission's World Wide Web site at http://www.sec.gov. The Common Stock is
listed on the NYSE. Reports, proxy material and other information concerning
Fleet also may be inspected at the offices of the NYSE, 20 Broad Street, New
York, New York 10005. This Prospectus Supplement and the accompanying Prospectus
do not contain all the information set forth in the Registration Statement and
Exhibits thereto which Fleet has filed with the Commission under the Securities
Act of 1933, as amended (the "Act"), which may be obtained from the Public
Reference Section of the Commission at its principal office at 450 Fifth Street,
N.W., Washington, D.C. 20549, upon payment of the prescribed fees, and to which
reference is hereby made.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission by Fleet are incorporated
in this Prospectus Supplement by reference:

1. Annual Report on Form 10-K for the year ended December 31, 1996.

2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997,
June 30, 1997 and September 30, 1997.

3. Current Reports on Form 8-K dated January 15, 1997, February 4, 1997,
April 16, 1997, July 16, 1997 and October 15, 1997.

4. The description of the Common Stock contained in a Registration
Statement filed by Industrial National Corporation (predecessor to
Fleet) on Form 8-B dated May 29, 1970, and any amendment or report
filed for the purpose of updating such description.

5. The description of the Preferred Share Purchase Rights contained in
Fleet's Registration Statement on Form 8-A dated November 29, 1990,
and any amendment or report filed for the purpose of updating such
description.

Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.

All documents filed with the Commission by Fleet pursuant to Sections 13, 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus
Supplement and prior to the termination of the offering of the Common Stock
offered hereby are incorporated herein by reference and such documents shall be
deemed to be a part hereof from the date of filing of such documents. Any
statement contained in this Prospectus Supplement and accompanying Prospectus or
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus
Supplement and accompanying Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed,

S-14
<PAGE>
except as so modified or superseded, to constitute a part of this Prospectus
Supplement and accompanying Prospectus.

ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS SUPPLEMENT AND ACCOMPANYING
PROSPECTUS MAY OBTAIN, WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, A COPY OF
ANY OF THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN (OTHER THAN THE EXHIBITS
TO SUCH DOCUMENTS). WRITTEN REQUESTS SHOULD BE MAILED TO INVESTOR RELATIONS
DEPARTMENT, FLEET FINANCIAL GROUP, INC., ONE FEDERAL STREET, BOSTON,
MASSACHUSETTS 02110. TELEPHONE REQUESTS MAY BE DIRECTED TO (617) 346-4000.

LEGAL MATTERS

Certain legal matters in connection with the shares of Common Stock offered
hereby will be passed upon for Fleet by Edwards & Angell, Providence, Rhode
Island, and for the Underwriters by Cravath, Swaine & Moore, New York, New York.
V. Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet
National Bank, a wholly owned subsidiary of Fleet, and beneficially owns 4,052
shares of Common Stock.

S-15
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY
THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY FLEET OR BY
ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND
PROSPECTUS NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF FLEET SINCE THE DATE HEREOF. THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.

-------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
PROSPECTUS SUPPLEMENT

Cautionary Statement Concerning Forward-Looking S-2
Statements...................................
Fleet Financial Group, Inc..................... S-3
Recent Transactions............................ S-3
Third Quarter Results.......................... S-4
Use of Proceeds................................ S-6
Market Prices and Dividend Policy.............. S-6
Capitalization................................. S-7
Selected Consolidated Financial Data........... S-8
Certain United States Federal Tax Consequences S-10
to Non-U.S. Holders..........................
Underwriting................................... S-12
Available Information.......................... S-14
Incorporation of Certain Documents By S-14
Reference....................................
Legal Matters.................................. S-15

PROSPECTUS

Available Information.......................... 2
Incorporation of Certain Documents by 2
Reference....................................
Fleet Financial Group, Inc. ................... 3
Consolidated Ratios of Earnings to Fixed 7
Charges and Dividends on Preferred Stock.....
Use of Proceeds................................ 7
Description of Preferred Stock................. 8
Description of Depositary Shares............... 13
Description of Existing Preferred Stock........ 16
Description of Common Stock.................... 21
Selected Provisions in the Articles of Fleet... 23
Description of Warrants........................ 24
Plan of Distribution........................... 25
Experts........................................ 25
Legal Opinions................................. 26
</TABLE>

10,750,000 SHARES

[LOGO]

COMMON STOCK

--------------
PROSPECTUS SUPPLEMENT
-------------------

MERRILL LYNCH & CO.
UBS SECURITIES
CREDIT SUISSE FIRST BOSTON
GOLDMAN, SACHS & CO.
KEEFE, BRUYETTE & WOODS, INC.
LEHMAN BROTHERS
SALOMON SMITH BARNEY

DECEMBER 4, 1997

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-37231

PROSPECTUS SUPPLEMENT

10,750,000 SHARES

[LOGO]
COMMON STOCK
------------------
Of the 10,750,000 shares of Common Stock, par value $0.01 per share,
including the associated preferred share purchase rights (the "Common Stock"),
offered hereby by Fleet Financial Group, Inc., a Rhode Island corporation
("Fleet"), 2,150,000 shares are being offered initially outside the United
States and Canada (the "International Offering") by the International Managers
and 8,600,000 shares are being offered initially in a concurrent offering in the
United States and Canada (the "U.S. Offering") by the U.S. Underwriters, subject
to transfers between the U.S. Underwriters and the International Managers
(collectively, the "Underwriters"). Such offerings are collectively referred to
as the "Offering". The price to public and underwriting discount per share will
be identical for both offerings. See "Underwriting".

(1) Fleet has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting".

(2) Before deducting expenses of the Offering estimated at $175,000 payable by
Fleet.

------------------------

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if issued to and accepted by them, and subject to
approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected that
delivery of the shares of Common Stock will be made in New York, New York on or
about December 10, 1997.
------------------------
MERRILL LYNCH INTERNATIONAL UBS LIMITED
CREDIT SUISSE FIRST BOSTON
GOLDMAN SACHS INTERNATIONAL
KEEFE, BRUYETTE & WOODS, INC.
LEHMAN BROTHERS
SALOMON SMITH BARNEY INTERNATIONAL
------------------------
The date of this Prospectus Supplement is December 4, 1997.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING STABILIZING AND SYNDICATE COVERING TRANSACTIONS AND THE IMPOSITION OF
A PENALTY BID. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING".

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

S-2
<PAGE>
FLEET FINANCIAL GROUP, INC.

THIS SECTION REPLACES THE SECTION ENTITLED "FLEET FINANCIAL GROUP, INC. --
GENERAL" IN THE ACCOMPANYING PROSPECTUS.

The principal office of Fleet is located at One Federal Street, Boston,
Massachusetts 02110, telephone number (617) 346-4000.

RECENT TRANSACTIONS

COLUMBIA MANAGEMENT COMPANY

THE QUICK & REILLY GROUP, INC.

The acquisition, to be accounted for as a pooling of interests, is expected
to close early in the first quarter of 1998.

ADVANTA CORPORATION

The transaction, to be accounted for under the purchase method of
accounting, is expected to close in the first quarter of 1998.

THIRD QUARTER RESULTS

S-5
<PAGE>
USE OF PROCEEDS

MARKET PRICES AND DIVIDEND POLICY

The following table sets forth the high and low sales prices for Fleet
Common Stock as reported on the NYSE composite tape, and the cash dividends
declared, for the calendar periods indicated.

The last sale price of the Common Stock as reported on the NYSE composite
tape on December 4, 1997 was $70.438 per share.

S-6
<PAGE>
CAPITALIZATION

<CAPTION>
(DOLLARS IN
MILLIONS)
<S> <C> <C>
Long-term debt....................................................... $ 4,459 $ 4,459

Total stockholders' equity........................................... 7,187 7,927
--------- ---------

Total long-term debt and stockholders' equity........................ $ 11,646 $ 12,386
--------- ---------
--------- ---------
</TABLE>

S-7
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

1993 1992
---------------- ----------------
<S> <C> <C>

(b) Includes impact of cumulative effect of change in accounting method of $53
million in 1993 and extraordinary credit of $18 million in 1992.

S-9
<PAGE>
CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES TO NON-U.S. HOLDERS

DIVIDENDS

SALE OR OTHER DISPOSITION OF COMMON STOCK

BACKUP WITHHOLDING AND REPORTING REQUIREMENTS

FEDERAL ESTATE TAXES

S-11
<PAGE>
UNDERWRITING

Subject to the terms and conditions set forth in a purchase agreement (the
"International Purchase Agreement"), Fleet has agreed to sell to each of the
underwriters named below (the "International Managers"), and each of the
International Managers, for whom Merrill Lynch International and UBS Limited are
acting as representatives (the "Lead Managers"), has severally agreed to
purchase, the number of shares of Common Stock set forth opposite their
respective names below.

<TABLE>
<S> <C>
NUMBER OF
INTERNATIONAL MANAGERS SHARES
- --------------------------------------------------------------------------------- ----------
Merrill Lynch International...................................................... 645,000
UBS Limited...................................................................... 430,000
Credit Suisse First Boston (Europe) Limited...................................... 215,000
Goldman Sachs International...................................................... 215,000
Keefe, Bruyette & Woods, Inc..................................................... 215,000
Lehman Brothers International (Europe)........................................... 215,000
Smith Barney Inc................................................................. 215,000
----------
Total.................................................................. 2,150,000
</TABLE>

Fleet has also entered into a purchase agreement (the "U.S. Purchase
Agreement" and, together with the International Purchase Agreement, the
"Purchase Agreements") with Merrill Lynch, Pierce, Fenner & Smith Incorporated
and UBS Securities LLC, acting as representatives (the "U.S. Representatives")
and certain other underwriters in the United States (collectively, the "U.S.
Underwriters" and together with the "International Managers", the
"Underwriters"). Subject to the terms and conditions set forth in the U.S.
Purchase Agreement, Fleet has agreed to sell to the U.S. Underwriters, and the
U.S. Underwriters have severally agreed to purchase, an aggregate of 8,600,000
shares of Common Stock. The initial public offering price per share of Common
Stock and the underwriting discount per share of Common Stock will be identical
for each of the International Offering and the U.S. Offering.

The Lead Managers have advised Fleet that the International Managers propose
initially to offer the shares of Common Stock offered hereby to the public at
the public offering price set forth on the cover page of this Prospectus
Supplement, and to certain dealers at such price less a concession not in excess
of $0.95 per share. The International Managers may allow, and such dealers may
reallow, a discount not in excess of $0.10 per share on sales to certain other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.

Fleet has been informed that the Underwriters have entered into an agreement
(the "Intersyndicate Agreement") providing for the coordination of their
activities. Under the terms of the Intersyndicate Agreement, the International
Managers and the U.S. Underwriters are permitted to sell shares of Common Stock
to each other for purposes of resale. Fleet has been informed that, under the
terms of the Intersyndicate Agreement, the U.S. Underwriters and any dealer to
whom they sell shares of Common Stock will not offer to sell or sell shares of
Common Stock to persons who are non-U.S. or non-Canadian persons or to persons
they believe intend to resell to persons who are non-U.S. or non-Canadian
persons,

S-12
<PAGE>
and the International Managers and any bank, broker or dealer to whom they sell
shares of Common Stock will not offer to sell or sell shares of Common Stock to
U.S. persons or to Canadian persons or to persons they believe intend to resell
to U.S. persons or to Canadian persons, except in each case for transactions
pursuant to the Intersyndicate Agreement which, among other things, permits the
Underwriters to purchase from each other and offer for resale such number of
shares of Common Stock as the selling Underwriter or Underwriters and the
purchasing Underwriter or Underwriters may agree.

Each International Manager has agreed that (i) it has not offered or sold
and, for a period of six months from the date of this Prospectus Supplement,
will not offer or sell any shares of the Common Stock offered hereby to persons
in the United Kingdom except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purpose of their businesses or otherwise in circumstances which
have not resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations 1995,
(ii) it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in relation to
the Common Stock in, from, or otherwise involving the United Kingdom, and (iii)
it has only issued or passed on and will only issue or pass on in the United
Kingdom any document received by it in connection with the issuance of Common
Stock to a person who is of a kind described in Article 11(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a
person to whom the document may otherwise lawfully be issued or passed on.

Certain of the International Managers, including the Lead Managers, and
their associates and affiliates may be customers of, including borrowers from,
engage in transactions with, and/or perform services, including investment
banking services, for Fleet and its subsidiaries in the ordinary course of
business.

S-13
<PAGE>
AVAILABLE INFORMATION

THIS SECTION REPLACES THE SECTION ENTITLED "AVAILABLE INFORMATION" IN THE
ACCOMPANYING PROSPECTUS.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission by Fleet are incorporated
in this Prospectus Supplement by reference:

1. Annual Report on Form 10-K for the year ended December 31, 1996.

2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997,
June 30, 1997 and September 30, 1997.

3. Current Reports on Form 8-K dated January 15, 1997, February 4, 1997,
April 16, 1997, July 16, 1997 and October 15, 1997.

Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.

S-14
<PAGE>
except as so modified or superseded, to constitute a part of this Prospectus
Supplement and accompanying Prospectus.

LEGAL MATTERS

S-15
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

-------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
PROSPECTUS SUPPLEMENT
Cautionary Statement Concerning Forward-Looking S-2
Statements...................................
Fleet Financial Group, Inc..................... S-3
Recent Transactions............................ S-3
Third Quarter Results.......................... S-4
Use of Proceeds................................ S-6
Market Prices and Dividend Policy.............. S-6
Capitalization................................. S-7
Selected Consolidated Financial Data........... S-8
Certain United States Federal Tax Consequences S-10
to Non-U.S. Holders..........................
Underwriting................................... S-12
Available Information.......................... S-14
Incorporation of Certain Documents by S-14
Reference....................................
Legal Matters.................................. S-15
PROSPECTUS
Available Information.......................... 2
Incorporation of Certain Documents by 2
Reference....................................
Fleet Financial Group, Inc..................... 3
Consolidated Ratios of Earnings to Fixed 7
Charges and Dividends on Preferred Stock.....
Use of Proceeds................................ 7
Description of Preferred Stock................. 8
Description of Depositary Shares............... 13
Description of Existing Preferred Stock........ 16
Description of Common Stock.................... 21
Selected Provisions in the Articles of Fleet... 23
Description of Warrants........................ 24
Plan of Distribution........................... 25
Experts........................................ 25
Legal Opinions................................. 26
</TABLE>

10,750,000 SHARES

[LOGO]

COMMON STOCK

--------------
PROSPECTUS SUPPLEMENT
-------------------

MERRILL LYNCH INTERNATIONAL
UBS LIMITED

CREDIT SUISSE FIRST BOSTON
GOLDMAN SACHS INTERNATIONAL
KEEFE, BRUYETTE & WOODS, INC.
LEHMAN BROTHERS
SALOMON SMITH BARNEY INTERNATIONAL

DECEMBER 4, 1997

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------