UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER
NOTIFICATION OF LATE FILING 0-5108
(Check one):
[]Form 10-K []Form 20-F [X]Form 11-K []Form 10-Q []Form N-SAR
For Period Ended: December 31, 1996
----------------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
---------------------------
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
PART I REGISTRANT INFORMATION
Wendover Funding, Inc. Employees' Savings Plus and Profit
Sharing Plan
State Street Corporation
- -----------------------------------------------------------------
Full Name of Registrant
- -----------------------------------------------------------------
Former Name if Applicable
State Street Corporation
225 Franklin Street
- -----------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Boston, Massachusetts 02110
- -----------------------------------------------------------------
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
(a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without
unreasonable effort or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or Form
N-SAR, or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed due
[X] date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III NARRATIVE
State below in reasonable detail the reasons why Forms 10-K,
20-F, 11-K, 10-Q, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
Wendover Funding, Inc. was an indirect, wholly-owned
subsidiary of State Street Corporation until June 1, 1997. The
Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing
Plan (the "Registrant") (which at December 31, 1996 permitted
investment in the common stock of State Street Corporation, the
then-employer of the Plan participants), hereby seeks relief
pursuant to Rule 12b-25(b) from filing Registrant's Form 11-K for
the Plan for the period ended December 31, 1996 ("11-K"), which
11-K cannot be filed on June 30, 1997, the prescribed due date
for the 11-K, without unreasonable effort and expense because
asset conversion in the beginning of the fourth quarter resulted
in a need to gather information from two administrators to
complete audit. The 11-K will be filed on or before the
fifteenth calendar day following June 30, 1997.
PART IV OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Evalyn Lipton Fishbein 617 664-3507
-------------------------- ---------- -------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required
under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the
preceding 12 months or for such shorter period
that the registrant was required to file such
report(s) been filed? If answer is no, [X] Yes [] No
identify report(s).
------------------------------------------------------------
(3) Is it anticipated that any significant change
in results of operations from the corresponding
period for the last fiscal year will be reflected
by the earnings statements to be included in
the subject report or portion thereof? [] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot
be made.
=================================================================
Wendover Funding, Inc. Employees' Savings Plus and Profit
Sharing Plan
- -----------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 25, 1997 By: /s/John T. Kammerer
----------------------- -----------------------------
Executive Vice President and
Chief Financail Officer
Wendover Funding, Inc.
