As filed with the Securities and Exchange Commission on November 7, 1997
File No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
STATE STREET CORPORATION
(Exact name of Registrant as specified in its charter)
Massachusetts 04-2456637
(State or other jurisdiction) (I.R.S. Employer
of incorporation or organization Identification No.)
225 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices, including zip code)
Wendover Funding, Inc.
Employees' Saving Plus and Profit Sharing Plan
(Full title of the plan)
John R. Towers, Esq.
Executive Vice President and General Counsel
State Street Corporation
225 Franklin Street, Boston, Massachusetts 02110
(617) 786-3000
(Name, Address and Telephone Number, including Area Code, of
Agent for Service)
copy to:
Champe A. Fisher, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110
(617) 951-7000
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<PAGE>
Pursuant to Rule 478(a)(4) under the Securities Act of 1933,
the Registrant hereby withdraws from registration under this
Registration Statement any and all shares of Common Stock
originally registered hereunder which have not been issued.
Wendover Funding, Inc. is no longer an affiliate of Registrant,
and the Wendover Funding, Inc. Employees' Saving Plus and Profit
Sharing Plan, pursuant to which the shares would have been
issued, no longer invests plan assets in Registrant's stock.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Post-Effective Amendment No.
1 to Registration Statement on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Boston, Commonwealth of Massachusetts.
STATE STREET CORPORATION
/s/Rex S. Schuette
By:_____________________________
Rex S. Schuette
Senior Vice President and
Comptroller
Dated: November 7, 1997
