Baybanks Inc – ‘SC 13D/A’ on 8/7/96 re: Bankboston Corp

As of:  Wednesday, 8/7/96   ·   Accession #:  950135-96-3378   ·   File #:  5-32086

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Baybanks, Inc. Amendment No. 1                         5     24K 

Document Table of Contents

SC 13D/A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934
 (Amendment No. 1)

BANK OF BOSTON CORPORATION
(Name of Issuer)

 Common Stock, $1.50 Par Value
(Title of Class of Securities)

 060716 10 7
--------------
(CUSIP Number)

 Michael W. Vasily
Executive Vice President
BayBanks, Inc.
100 Federal Street
 Boston, Massachusetts 02211
(617) 482-1040
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

Copies to:

Jerry V. Klima, Esq.
Palmer & Dodge
 One Beacon Street
 Boston, Massachusetts 02108
(617) 573-0100

 July 29, 1995
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
Schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]       

 Check the following box if a fee is being paid with this statement: [ ]

SC 13D/A
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================================================================================
    CUSIP No. 060716 10 7                13D                     Page 2 of 5
                                                                   Pages
--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     

BayBanks, Inc.      IRS Identification No. 04-2008039       
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                   (a) / / 
                                                                       (b) / /
--------------------------------------------------------------------------------
3    SEC USE ONLY                                                               

--------------------------------------------------------------------------------
4    SOURCE OF FUNDS                                                            

WC                                                          
--------------------------------------------------------------------------------
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS  
   2(d) OR 2(e):                                                           / /

--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Massachusetts                                               
--------------------------------------------------------------------------------
 7   SOLE VOTING POWER

NUMBER OF                 891,000                           
           SHARES             --------------------------------------------------
BENEFICIALLY          8   SHARED VOTING POWER                   
OWNED BY                                                    
EACH                    65,031                          
          REPORTING           --------------------------------------------------
PERSON WITH          9   SOLE DISPOSITIVE POWER               
915,707 
                              --------------------------------------------------
        10  SHARED DISPOSITIVE POWER
 1,463,879
--------------------------------------------------------------------------------
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

2,379,587                                         
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    
                                                                           /X/
--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                       

1.6%                                              
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON                                                 

CO                                                          
================================================================================

SC 13D/A
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CUSIP No. 060716 10 7                                       Page 3 of 5 Pages   

ITEM 1. SECURITY AND ISSUER                                                     

This statement relates to the common stock, $1.50 par value per share 
("Common Stock"), of Bank of Boston Corporation ("Bank of Boston"), a           
Massachusetts corporation. The principal executive offices of Bank of Boston are
located at 100 Federal Street, Boston, Massachusetts 02110.                     

ITEM 2. IDENTITY AND BACKGROUND                                                 

(a) - (c) and (f) This statement is being filed by BayBanks, Inc.     
("BayBanks"), a Massachusetts corporation. The principal executive offices of   
BayBanks are located at 100 Federal Street, Boston, Massachusetts 02110.        
BayBanks is a commercial banking company that provides a full range of financial
services to individuals, businesses, governmental units, and other banks in the 
New England region. The name, principal occupation, business address and        
citizenship of each of the executive officers and directors of BayBanks is set  
forth on Schedule I hereto.                                                     

   (d) and (e) During the last five years, neither BayBanks nor, to the best
of BayBanks' knowledge, any of the individuals named in Schedule I hereto, has  
been (i) convicted in a criminal proceeding (excluding traffic violations or    
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or    
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future         
violations of, or prohibiting or mandating activities subject to, federal or    
state securities laws or finding any violation with respect to such laws.       

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                       

Not applicable.                                                       

ITEM 4. PURPOSE OF TRANSACTION                                                  

This Amendment No. 1 to Schedule 13D is being filed to report the     
disposition of beneficial ownership of 22,400,761 shares of the common stock of 
Bank of Boston resulting from the expiration, unexercised and for no            
consideration, of an option to purchase that number of shares, which option was 
granted to BayBanks in connection with the execution of the December 12, 1995   
Agreement and Plan of Merger (the "Merger Agreement") by BayBanks and Bank of   
Boston. The option was exercisable only in certain circumstances relating to a  
potential change in control of Bank of Boston, none of which occurred. Pursuant 
to the Merger Agreement, a wholly-owned subsidiary of Bank of Boston merged with
and into BayBanks (the "Merger"), effective at the opening of business on July  
29, 1996, and BayBanks became a wholly-owned subsidiary of Bank of Boston. The  
option expired simultaneously with the Merger. A copy of the Merger Agreement   
was filed as EXHIBIT A to the Schedule 13D filed by BayBanks on December 22,    
1995.                                                                           

SC 13D/A
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CUSIP No. 060716 10 7                                       Page 4 of 5 Pages   

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER                                    

(a) and (b) As trustee under trusts established for various BayBanks  
employee benfit plans and established by its customers, BayBank, N.A., a        
wholly-owned subsidiary of BayBanks, has or may be deemed to have (i) sole      
investment power over 915,707 shares of Common Stock, (ii) shared investment    
power over 1,463,879 shares, (iii) sole voting power over 891,000 shares, and   
(iv) shared voting power over 65,031 shares. BayBank, N.A. disclaims beneficial 
ownership of an additional 1,167,947 shares of Common Stock held by the BayBanks
Savings, Profit Sharing and Stock Ownership Plan, for which Plan it is a trustee
but as to which shares it has neither voting nor investment power.              

    (c) Other than (i) transactions in the ordinary course by BayBank, N.A. as
trustee for any of the trust accounts described above that may have occurred    
during the past 60 days, and (ii) the conversion of the shares of BayBanks      
common stock held in such trust accounts or by the individuals named in Schedule
I hereto into shares of Common Stock pursuant to the Merger, neither BayBanks   
nor, to BayBanks' knowledge, any of the individuals named in Schedule I hereto, 
has effected any transaction in the Common Stock during the past 60 days.       

     (d) Other than as may be provided in the applicable instrument with respect
to each of the trusts described above, BayBanks does not have the right to      
receive or the power to direct the receipt of dividends from, or the proceeds   
from the sale of, any of the Common Stock.                                      

(e) Inapplicable.                                                     

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER                                                        

None.                                                                 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS                                        

None.                                                                 

 SIGNATURE
 ---------

   After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true, 
complete and correct.                                                           

Dated as of August 6, 1996              BAYBANKS, INC.                          

                         By: /s/ Michael W. Vasily
                                ------------------------
                                 Michael W. Vasily
                                        Executive Vice President

SC 13D/A
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CUSIP No. 060716 10 7                                       Page 5 of 5 Pages   

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF BAYBANKS, INC.
--------------------------------------------------

    The name, present principal occupation or employment, and business address
of each of the directors and executive officers of BayBanks is set forth below. 
Unless otherwise indicated, each individual listed below is a citizen of the    
United States.                                                                  

Executive Officers                                                              
------------------                                                              

William M. Crozier, Jr.                      Joan E. Tonra                      
Chairman, Bank of Boston Corporation         Senior Vice President              
President, BayBanks, Inc.                    BayBanks, Inc.                     
100 Federal Street                           100 Federal Street                 
Boston, MA 02110                             Boston, MA 02110                   

Richard F. Pollard                                                              
Vice Chairman                                Directors                          
BayBanks, Inc.                               ---------                          
100 Federal Street                                                              
Boston, MA 02110                             Peter J. Manning                   
                                         Executive Director, Mergers and
Donald L. Isaacs                             Acquisitions                       
Vice Chairman                                Bank of Boston Corporation         
BayBanks, Inc.                               100 Federal Street                 
100 Federal Street                           Boston, MA 02110                   
Boston, MA 02110                                                                
                           William J. Parent
Ilene Beal                                   Director, Mergers and Acquisitions 
Executive Vice President                     First National Bank of Boston      
BayBanks, Inc.                               100 Federal Street                 
100 Federal Street                           Boston, MA 02110                   
Boston, MA 02110                                                                

Michael W. Vasily                                                               
Executive Vice President                                                        
BayBanks, Inc.                                                                  
100 Federal Street                                                              
Boston, MA 02110                                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		8/7/96
		8/6/96		4
		7/29/96		3					15-12G,  S-8
		12/22/95		3					8-K,  SC 13D
		12/12/95		3					8-K
		7/29/95		1
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