FORM 8-A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

Massachusetts                                  04-2456637
_________________________________________________________________
(State of incorporation or                    (IRS Employer
 organization                                  Identification No.)


225 Franklin Street, Boston, Massachusetts            02110
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(Address of principal executive offices)            (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                Name of each exchange on which
to be so registered                each class is to be registered
-------------------                ------------------------------

Preferred Share Purchase Rights         New York Stock Exchange
with respect to Common Stock,
$1 Par Value

Securities to be registered pursuant to Section 12(g) of the Act:

ITEM 1. DESCRIPTION OF REGISTRANT'S
SECURITIES TO BE REGISTERED

PREFERRED SHARE PURCHASE RIGHTS

On September 15, 1988 the Board of Directors of State Street Boston Corporation (the "Registrant") approved a Rights Agreement between the Registrant and the First National Bank of Boston, as Rights Agent, and pursuant thereto declared a dividend distribution of one Preferred Share Purchase Right for each outstanding share of Common Stock of the Company. The distribution was made as of October 7, 1988 to stockholders of record on that date. Such Rights Agreement was thereafter amended by an Amendment dated as of September 20, 1990. At the date hereof, each Right entitles the registered holder to purchase from the Registrant one two-hundredth share of a series of the Registrant's participating preferred stock at an exercise price of $75 per share. The description and terms of the Rights are set forth in a Rights Agreement between the Registrant and the First National Bank of Boston, as Rights Agent, as subsequently amended. The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement and an Amendment thereto, which are Exhibits to this Registration Statement and are incorporated in this summary description by reference.

ITEM 2. EXHIBITS

1. Rights Agreement dated as of September 15, 1988 as filed as an Exhibit to Form 8-A filed by Registrant on September 30, 1988 is incorporated herein by reference.

2. Amendment to Rights Agreement dated as of September 30, 1990 as filed as an Exhibit to an Amendment on Form 8 filed by Registrant on October 20, 1990 is incorporated herein by reference.

3. All exhibits required by Instruction II to Item 2 will be supplied to the New York Exchange.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

STATE STREET BOSTON CORPORATION

Robert J. Malley
By:____________________________________
Robert J. Malley
Senior Vice President & General Counsel

Dated: January 17, 1995