Washington, D.C. 20549



(Exact name of Registrant as specified in its charter)

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

225 Franklin Street, Boston, Massachusetts            02110
(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
-------------------                ------------------------------

Common Stock, $1 Par Value             Boston Stock Exchange
                                       Pacific Stock Exchange

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


(Title of Class)



The capital stock of State Street Boston Corporation, (the Registrant") to be registered on the New York Stock Exchange, Inc. (the "Exchange"), is Registrant's Common Stock with a par value of $1 per share. Registrant has 112,000,000 shares authorized. Shares which are authorized but unissued may be issued by the Board of Directors. Holders of Common Stock are entitled to one vote per share at all meetings of stockholders. Dividends that may be declared on the Common Stock will be paid in an equal amount to the holder of each share. No preemptive rights are conferred upon the holders of such stock. Upon liquidation, dissolution or winding up of Registrant, the holders of Common Stock are entitled to receive pro rata the net assets of Registrant remaining after payment of all creditors and liquidation preferences, if any. Registrant has 3,500,000 shares of preferred stock, no par value, authorized for issuance by the Board of Directors but no such shares have been issued. There are no redemption or sinking fund provisions and there is no liability to further calls or to assessments by Registrant.

Certain provisions of Registrant's By-laws are designed to make it more difficult for an outsider who does not have the support of Registrant's directors to accomplish a takeover. These provisions: (1) provide that only Registrant's Board of Directors or the Chairman of the Board of Directors, or one or more stockholders owning at least 40 percent of Registrant's Common Stock, have the power to call a Special Meeting of Stockholders;
(2) in accordance with Massachusetts law, provide for a classified Board; (3) specify that action by stockholders without a meeting requires the written approval of all of the stockholders; and (4) provide that nominations and matters for stockholder action may only be made by advance written notice. While the foregoing provisions will not necessarily prevent take-over attempts, they should discourage an attempt to obtain control of Registrant in a transaction not approved by Registrant's Board of Directors by making it more difficult for a third party to obtain control in a short time and impose its will on the remaining stockholders of Registrant.

Registrant's Restated Articles of Organization provide that no director of Registrant shall be liable to Registrant or its stockholders for monetary damages for any breach of fiduciary duty, except to the extent such exculpation from liability is not permitted under the Massachusetts Business Corporation Law. This provision does not prevent stockholders from obtaining injunctive or other equitable relief against directors nor does it shield directors from liability under federal or state securities laws.


Registrant is covered by the provisions of Chapter 110F of the Massachusetts General Laws, the so-called Business Combination Statute. Under Chapter 110F, a Massachusetts corporation with more than 200 stockholders may not engage in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person becomes an interested stockholder, unless (i) the interested stockholder obtains the approval of the Board of Directors prior to becoming an interested stockholder, (ii) the interested stockholder acquires 90% of the outstanding voting stock of the corporation (excluding shares held by certain affiliates of the corporation) at the time it becomes an interested stockholder or (iii) the business combination is approved by both the Board of Directors and the holders of two-thirds of the outstanding voting stock of the corporation (excluding shares held by the interested stockholder). An "interested stockholder" is a person who, together with affiliates and associates, owns (or at any time within the prior three years did own) 5% or more of the outstanding voting stock of the corporation. A "business combination" includes a merger, a stock or asset sale, and other transactions resulting in a financial benefit to the interested stockholder.

Registrant's By-laws provide that the provisions of Chapter 110D of the Massachusetts General Laws, the so-called "Control Share Statute," shall not apply to Registrant. However, Registrant may in the future become subject to the statute if its Board of Directors votes to amend the By-laws so as to make them applicable to Registrant. In general, if this statute were applicable it would provide that any person or entity that acquired 20% or more of Registrant's outstanding voting stock could not vote such stock unless the other stockholders of Registrant were to so authorize such voting.

In September 1988 Registrant established a Rights Agreement which was subsequently amended as of September 20, 1990. Pursuant to such Agreement the Registrant's Board of Directors declared a dividend of one preferred share purchase right for each outstanding share of Registrant's Common Stock. The rights become exercisable if a party acquires or obtains the right to acquire 20 percent or more of Registrant's Common Stock, or after the commencement or public announcement of an offer for 20 percent or more of Registrant's Common Stock.

The Rights Agreement was previously filed with the Securities and Exchange Commission as Exhibit 4 to Registrant's Current Report on Form 8-K dated September 30, 1988 and is incorporated by reference. The Amendment to the Rights Agreement referred to above was previously filed with the commission as Exhibit 4 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1990 and is incorporated by reference.



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


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


Robert J. Malley
Robert J. Malley
Senior Vice President & General Counsel

Dated: March 2, 1995