State Street Corp – ‘424A’ on 12/9/96

As of:  Monday, 12/9/96   ·   Accession #:  927016-96-1927   ·   File #:  333-16987

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Prospectus   —   Rule 424(a)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424A        Prospectus                                             9     54K 

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STATE STREET BOSTON CORPORATION 

923,072 SHARES OF COMMON STOCK  
(PAR VALUE $1.00 PER SHARE) 

The Common Stock of State Street Boston Corporation, a Massachusetts        
corporation ("State Street"), par value $1.00 per share (the "Common Stock"),   
offered hereby is held by the Selling Stockholders, as defined in this          
Prospectus, who may from time to time offer for sale shares of the Common       
Stock. See "Selling Stockholders." State Street will not receive any proceeds   
from the sale by Selling Stockholders of the Common Stock.                      

The Selling Stockholders have advised State Street that they propose to     
offer the Common Stock offered hereby for sale, from time to time, to           
purchasers directly, or through brokers in brokerage transactions on the New    
York Stock Exchange, or to underwriters or dealers in negotiated transactions   
or in a combination of such methods of sale, at fixed prices which may be       
changed, at market prices prevailing at the time of sale, at prices related to  
such prevailing market prices or at negotiated prices. Brokers, dealers and     
underwriters that participate in the distribution of the Common Stock offered   
hereby may be deemed to be underwriters under the Securities Act of 1933 as     
amended, and together with the rules and regulations thereunder (the            
"Securities Act"), and any discounts or commissions received by them from the   
Selling Stockholders and any profit on the resale of the Common Stock offered   
hereby by them may be deemed to be underwriting discounts and commissions       
under the Securities Act. The Selling Stockholders may be deemed to be          
underwriters under the Securities Act. The Selling Stockholders will pay all    
applicable stock transfer taxes, brokerage commissions, underwriting discounts  
or commissions and any fees and disbursements of more than one counsel to the   
Selling Stockholders, but State Street will bear all other expenses in          
connection with the offering made hereunder. State Street has agreed to         
indemnify the Selling Stockholders and underwriters of the Selling              
Stockholders against certain liabilities, including certain liabilities under   
the Securities Act, in connection with the registration and the offering and    
sale of the Common Stock offered hereby. See "Plan of Distribution."            

The Common Stock is listed on the New York Stock Exchange (the "NYSE") under
the symbol "STT". The last reported sale price of the Common Stock on the NYSE  
Composite Tape on December 6, 1996 was $65.00 per share.                        

If necessary, certain information relating to the Selling Stockholders, the 
terms of each sale of Common Stock offered hereby, including the public         
offering price, the names of any underwriters or agents, the compensation, if   
any, of such underwriters or agents and the other terms in connection with the  
sale of the Common Stock, in respect of which this Prospectus is delivered      
will be set forth in an accompanying Prospectus Supplement (the "Prospectus     
Supplement").                                                                   

THESE  SECURITIES HAVE NOT  BEEN APPROVED OR  DISAPPROVED BY THE  SECURITIES  
AND EXCHANGE COMMISSION  OR ANY STATE SECURITIES COMMISSION  NOR HAS THE  
SECURITIES  AND   EXCHANGE  COMMISSION   OR  ANY   STATE  SECURITIES  
COMMISSION  PASSED  UPON  THE   ACCURACY  OR  ADEQUACY  OF  THIS  
PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS  A CRIMINAL  
OFFENSE.                                                    

--------------- 

THE DATE OF THIS PROSPECTUS IS DECEMBER 6, 1996.  

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STATEMENT OF AVAILABLE INFORMATION  

State Street is subject to the informational requirements of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance        
therewith files reports, proxy statements, and other information with the       
Securities and Exchange Commission (the "Commission"). Such reports, proxy      
statements and other information can be inspected and copied at the public      
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,    
Washington, D.C. 20549; and at the Commission's regional offices at 500 West    
Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center,   
13th Floor, New York, New York 10048. Copies of such material can be obtained   
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,  
Washington, D.C. 20549 at prescribed rates. The shares of State Street's        
Common Stock including the associated preferred share purchase rights under     
the Rights Agreement, dated as of September 15, 1988, as amended, are listed    
on the NYSE. Reports, proxy statements and other information concerning State   
Street can also be inspected at the offices of the New York Stock Exchange,     
Inc., 20 Broad Street, New York, New York 10005.                                

State Street has filed with the Commission a Registration Statement under   
the Securities Act with respect to the Common Stock to which this Prospectus    
relates. This Prospectus does not contain all the information set forth in the  
Registration Statement, certain portions of which have been omitted as          
permitted by the rules and regulations of the Commission. For further           
information with respect to State Street and the Common Stock, reference is     
made to the Registration Statement, including the exhibits thereto. The         
Registration Statement may be inspected by anyone without charge at the         
principal office of the Commission in Washington, D.C., and copies of all or    
part of it may be obtained from the Commission upon payment of the prescribed   
fees. The Commission also maintains a Web site that contains reports, proxy     
and information statements and other information regarding registrants which    
the public may access at http://www.sec.gov.                                    

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

The following documents heretofore filed with the Commission by State Street
are incorporated in this Prospectus by reference and made a part hereof:        

 (1) State Street's Annual Report on Form 10-K for the year ended December
31, 1995, filed with the Commission on March 27, 1996, including portions   
of State Street's Annual Report to Stockholders for the year ended December 
31, 1995, and definitive proxy statement dated March 12, 1996.              

(2) State Street's Quarterly Reports on Form 10-Q for the quarter ended 
March 31, 1996, filed with the Commission on May 14, 1996, the quarter      
ended June 30, 1996, filed with the Commission on August 13, 1996, and the  
quarter ended September 30, 1996, filed with the Commission on November 14, 
1996.                                                                       

(3) The description of State Street's Common Stock included in State    
Street's effective registration statement report on Form 8-A, as filed with 
the Commission on January 18, 1995.                                         

Each document or report subsequently filed by State Street with the         
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act    
after the date hereof and prior to the termination of the offering of the       
Common Stock shall be deemed to be incorporated by reference into this          
Prospectus and to be a part of this Prospectus from the date of filing of such  
document. Any statement contained herein, or in a document all or a portion of  
which is incorporated or deemed to be incorporated by reference herein, shall   
be deemed to be modified or superseded for purposes of the Registration         
Statement and this Prospectus to the extent that a statement contained herein   
or in any other subsequently filed document which also or is deemed to be       
incorporated by reference herein modifies or supersedes such statement. Any     
such statement so modified or superseded shall not be deemed, except as so      
modified or superseded, to constitute a part of the Registration Statement or   
this Prospectus.                                                                

State Street will provide without charge to any person to whom this         
Prospectus is delivered, on the written or oral request of such person, a copy  
of any or all of the foregoing documents incorporated by reference, other than  
exhibits to such documents (unless such exhibits are specifically incorporated  
by reference into such documents). Written requests should be directed to:      
Marketing Services, State Street Boston Corporation, 225 Franklin Street,       
Boston, Massachusetts 02110. Telephone requests may be directed to State        
Street at (617) 654-3383.                                                       

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STATE STREET BOSTON CORPORATION 

State Street Boston Corporation ("State Street") is a bank holding company  
organized under the laws of The Commonwealth of Massachusetts.                  

State Street was organized in 1970 and conducts its business principally    
through its subsidiary, State Street Bank and Trust Company ("State Street      
Bank"), which traces its beginnings to the founding of the Union Bank in 1792.  
The charter under which State Street Bank now operates was authorized by a      
special act of the Massachusetts Legislature in 1891, and its present name was  
adopted in 1960.                                                                

State Street is the fourth largest provider of trust services in the United 
States as ranked on the basis of 1995 fiduciary compensation. State Street had  
more than $2.3 trillion of assets under custody, $283 billion of bonds under    
trusteeship, and $226 billion of assets under management at year-end 1995.      
Ranked on the basis of total assets as of September 1996, State Street is the   
29th largest bank holding company in the United States. State Street's total    
assets were $25.8 billion at December 31, 1995, of which $18.6 billion, or      
72%, were investment securities and money market assets and $3.9 billion, or    
15%, were loans.                                                                

Services are provided from offices in the United States, as well as from    
offices in Canada, Grand Cayman, Netherland Antilles, the United Kingdom,       
France, Belgium, Luxembourg, Denmark, Germany, United Arab Emirates, Hong       
Kong, Taiwan, Japan, Australia, and New Zealand. State Street's executive       
offices are located at 225 Franklin Street, Boston, Massachusetts 02110         
(telephone (617) 786-3000). For information as to foreign activities, refer to  
Note T to the Notes to Financial Statements which appear in State Street's      
1995 Annual Report to Stockholders. Such information is incorporated by         
reference.                                                                      

RECENT DEVELOPMENTS 

On November 19, 1996, State Street completed its acquisition of Princeton   
Financial Systems, Inc. ("PFS"), a provider of services and client/server       
software products to the insurance and investment management industry.          
Pursuant to the terms of an Agreement and Plan of Merger ("Merger Agreement"),  
dated as of October 17, 1996, by and among State Street, a wholly-owned         
subsidiary of State Street, PFS and the Selling Stockholders, such subsidiary   
merged with and into PFS (the "Merger"). In connection with the Merger, the     
Selling Stockholders received cash and an aggregate of 923,072 shares of        
Common Stock. In addition, each outstanding option to purchase PFS common       
stock granted under PFS option plans was assumed by State Street. A portion of  
the cash and 124,950 shares of Common Stock are subject to an escrow            
arrangement for an eighteen month period following the date of the Merger for   
the satisfaction of certain obligations of the Selling Stockholders to State    
Street. Shares subject to this escrow arrangement will only be available for    
sale if and when they are released to the Selling Stockholders. In accordance   
with the terms of a registration rights agreement entered into in connection    
with the Merger, State Street agreed to register the total number of shares of  
Common Stock issued to the Selling Stockholders in the Merger.                  

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HOLDING COMPANY DIVIDENDS 

As a bank holding company, State Street is a legal entity separate and      
distinct from State Street Bank (and its other non-bank subsidiaries). State    
Street's principal source of funds is dividends from State Street Bank. The     
right of State Street to participate as a stockholder in any distribution of    
assets of a subsidiary upon its liquidation or reorganization or otherwise is   
subject to the prior claims by creditors of the subsidiary, including           
obligations for federal funds purchased and securities sold under repurchase    
agreements, as well as deposit liabilities. Payment of dividends by State       
Street Bank is subject to provisions of the Massachusetts banking law which     
provide that dividends may be paid out of net profits provided (i) capital      
stock and surplus remain unimpaired, (ii) dividend and retirement fund          
requirements of any preferred stock have been met, (iii) surplus equals or      
exceeds capital stock, and (iv) there are deducted from net profits any losses  
and bad debts, as defined, in excess of reserves specifically established       
therefor. Under the Federal Reserve Act, the approval of the Board of           
Governors of the Federal Reserve System would be required if dividends          
declared by State Street Bank in any year would exceed the total of its net     
profits for that year combined with retained net profits for the preceding two  
years, less any required transfers to surplus. Under applicable federal and     
state law restrictions, at December 31, 1995 State Street Bank could have       
declared and paid dividends of $426,266,000 without regulatory approval.        
Future dividend payments of State Street Bank cannot be determined at this      
time.                                                                           

ECONOMIC CONDITIONS AND GOVERNMENT POLICIES 

Economic policies of the government and its agencies influence the operating
environment of State Street. Monetary policy conducted by the Federal Reserve   
Board directly affects the level of interest rates and overall credit           
conditions of the economy. Policy instruments utilized by the Federal Reserve   
Board include open market operations in U.S. Government securities, changes in  
reserve requirements for depository institutions, and changes in the discount   
rate and availability of borrowing from the Federal Reserve.                    

USE OF PROCEEDS 

The sale of the Common Stock offered hereby is for the account of the       
Selling Stockholders. Accordingly, State Street will not receive any of the     
proceeds from the sale by the Selling Stockholders of the Common Stock.         

DESCRIPTION OF CAPITAL STOCK  

State Street's authorized capital stock consists of 112,000,000 shares of   
Common Stock, $1.00 par value per share and 3,500,000 shares of Preferred       
Stock. As of October 31, 1996, 80,268,000 shares of Common Stock were issued    
and outstanding and each such share is fully paid and non-assessable. There     
are 2,424,000 shares of Common Stock being held in treasury. There are no       
shares of Preferred Stock outstanding.                                          

COMMON STOCK                                                                    

Each share of Common Stock is entitled to one vote on all matters voted upon
by the stockholders. Subject to the rights of any Preferred Stock that might    
hereafter be issued, holders of Common Stock are entitled to receive dividends  
when and if declared by the Board of Directors of State Street from funds       
legally available therefor. The principal source of funds for payment of        
dividends by State Street is dividends paid by State Street Bank. See "Holding  
Company Dividends." In any liquidation, dissolution or winding up of State      
Street, holders of Common Stock are entitled to share ratably in State          
Street's assets remaining after payment of creditors subject to the rights of   
any Preferred Stock that might hereafter be issued. Other than preferred stock  
purchase rights (the "Rights"), discussed below, Holders of Common Stock have   
no preemptive or other subscription rights, and there are no conversion,        
redemption or sinking fund provisions for the Common Stock. State Street Bank   
is the Transfer Agent and Registrar for the Common Stock of State Street.       

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PREFERRED STOCK                                                                 

The Board of Directors of State Street is authorized, without shareholder   
action, to issue Preferred Stock in series and to fix the relative powers,      
preferences and rights appertaining thereto, including dividend rates, voting   
rights, conversion rights, liquidation preferences and redemption, retirement   
or sinking fund provisions.                                                     

STOCKHOLDERS' RIGHTS AGREEMENT                                                  

In 1988, State Street declared a dividend of one preferred share purchase   
right for each outstanding share of Common Stock. Under certain conditions, a   
right may be exercised to purchase one two-hundredths share of a series of      
participating preferred stock at an exercise price of $75, subject to           
adjustment. The rights become exercisable if a party acquires or obtains the    
right to acquire 20% or more of State Street's Common Stock or after            
commencement or public announcement of an offer for 20% or more of State        
Street's Common Stock. When exercisable, under certain conditions, each right   
also entitles the holder thereof to purchase shares of Common Stock, of either  
State Street or of the acquiror, having a market value of two times the then    
current exercise price of that right.                                           

The rights expire in 1998 and may be redeemed at a price of $.005 per right 
at any time prior to expiration or the acquisition of 20% of State Street's     
Common Stock. Also, under certain circumstances, the rights may be redeemed     
after they become exercisable and may be subject to automatic redemption.       

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SELLING STOCKHOLDERS  

The Common Stock offered by this Prospectus was initially issued to the     
Selling Stockholders pursuant to the Merger Agreement. See "Recent              
Developments." None of the Selling Stockholders has held any position, office   
or other material relationship with State Street or any of its predecessors or  
affiliates within the past three years except as a result of the Merger         
Agreement. Immediately following the closing under the Merger Agreement, the    
Selling Stockholders beneficially owned, in the aggregate, 936,464 shares of    
Common Stock. The following table sets forth certain information regarding the  
beneficial ownership of State Street Common Stock by each Selling Stockholder:  

                                                        [Enlarge/Download Table]

                                              NUMBER OF                              
                                        SHARES OF COMMON STOCK                       
                                       BENEFICIALLY OWNED AS OF   SHARES REGISTERED  
NAME AND ADDRESS OF BENEFICIAL OWNER*     NOVEMBER 27, 1996     UNDER THIS PROSPECTUS
-------------------------------------  ------------------------ ---------------------
                                                                                     
William M. Mayhall..............              305,741(1)              305,741(1)     
 c/o Princeton Financial                                                             
 Systems, Inc.                                                                       
 . 600 College Road East                                                             
 Princeton, NJ 08540                                                                 
James V. Mayhall................               36,464(2)               36,464(2)     
 c/o Princeton Financial                                                             
 Systems, Inc.                                                                       
 600 College Road East                                                               
 Princeton, NJ 08540                                                                 
Gerald E. Finsen, Jr. ..........              333,450(3)              333,450(3)     
 c/o Princeton Financial                                                             
 Systems, Inc.                                                                       
 600 College Road East                                                               
 Princeton, NJ 08540                                                                 
S. Scott Marsh, III.............               13,385(4)                5,339(5)     
 c/o Princeton Financial                                                             
 Systems, Inc.                                                                       
 600 College Road East                                                               
 Princeton, NJ 08540                                                                 
Michael R. Bruce................                9,261(6)                3,915(7)     
 c/o Princeton Financial                                                             
 Systems, Inc.                                                                       
 600 College Road East                                                               
 Princeton, NJ 08540                                                                 
Edison Venture Fund II, L.P. ...              199,750(8)              199,750(8)     
 c/o Edison Ventures                                                                 
 997 Lenox Drive, #3                                                                 
 Lawrenceville, NJ 08648                                                             
Edison Venture Fund II-PA,                     38,413(9)               38,413(9)     
 L.P. ..........................                                                     
 c/o Edison Ventures                                                                 
 997 Lenox Drive, #3                                                                 
 Lawrenceville, NJ 08648                                                             

-------                                                                         
* No Selling Stockholder holds more than 1% of the Common Stock of State      
Street.                                                                   
(1) Includes 41,386 shares subject to escrow. See "Recent Developments."        
(2) Includes 4,936 shares subject to escrow. See "Recent Developments."         
(3) Includes 45,136 shares subject to escrow. See "Recent Developments."        
(4) Includes 723 shares subject to escrow and 5,346 shares issuable pursuant    
to the exercise of options. See "Recent Developments."                  
(5) Includes 723 shares subject to escrow. See "Recent Developments."           
(6) Includes 530 shares subject to escrow and 5,346 shares issuable pursuant    
to the exercise of options. See "Recent Developments."                  
(7) Includes 530 shares subject to escrow. See "Recent Developments."           
(8) Includes 27,039 shares subject to escrow. See "Recent Developments."        
(9) Includes 5,200 shares subject to escrow. See "Recent Developments."         

The Selling Stockholders or their permitted transferees may, but are not    
required to, offer pursuant to this Prospectus an amount up to all of the       
Common Stock held by them. As a result, and because the offering may or may     
not be an underwritten offering on a firm commitment basis, no estimate can be  
given as of the date hereof as to the amount of Common Stock to be offered for  
sale by Selling Stockholders or their permitted transferees or as to the        
amount of Common Stock that will be held by Selling Stockholders or their       
permitted transferees upon termination of such offering. See "Plan of           
Distribution."                                                                  

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PLAN OF DISTRIBUTION  

The Selling Stockholders have advised State Street that they propose to     
offer the Common Stock offered hereby for sale, from time to time, to           
purchasers directly, or through brokers in brokerage transactions on the NYSE,  
or to underwriters or dealers in negotiated transactions or in a combination    
of such methods of sale, at fixed prices which may be changed, at market        
prices prevailing at the time of sale, at prices related to such prevailing     
market prices or at negotiated prices. The Common Stock offered hereby may be   
sold by the Selling Stockholders or by donees or transferees from time to       
time. The Selling Stockholders are not restricted as to the price or prices at  
which they may sell the Common Stock.                                           

Brokers, dealers and underwriters that participate in the distribution of   
the Common Stock offered hereby may be deemed to be underwriters under the      
Securities Act, and any discounts or commissions received by them from the      
Selling Stockholders and any profit on the resale of the Common Stock offered   
hereby may be deemed to be underwriting discounts and commissions under the     
Securities Act. The Selling Stockholders may be deemed to be underwriters       
under the Securities Act. Those who act as underwriter, broker, dealer or       
agent in connection with the sale of the Common Stock offered hereby will be    
selected by the Selling Stockholders and may have other business relationships  
with State Street and its subsidiaries or affiliates in the ordinary course of  
business.                                                                       

At any time a particular offer of Common Stock offered hereby is made by the
Selling Stockholders, if required, a Prospectus Supplement will be distributed  
which will set forth the aggregate amounts of Common Stock being offered and    
the terms of the offering, including the name or names of any underwriters,     
dealers or agents, any discounts, commissions and other items constituting      
compensation from the Selling Stockholders and any discounts, commissions or    
concessions allowed or reallowed or paid to dealers. Such Prospectus            
Supplement and, if necessary, a post-effective amendment to the Registration    
Statement of which this Prospectus is a part, will be filed with the            
Commission to reflect the disclosure of additional information with respect to  
the distribution of the Common Stock offered hereby.                            

The Registration Rights Agreement provides that State Street indemnify the  
Selling Stockholders against certain liabilities, including liabilities under   
the Securities Act. The Registration Rights Agreement also provides for the     
indemnification of State Street by the Selling Stockholders for certain         
liabilities, including liabilities under the Securities Act. In addition,       
under the Registration Rights Agreement, State Street's obligation to           
indemnify extends to those who participate in the distribution of the Common    
Stock offered hereby as underwriters for the Selling Stockholders. Also         
pursuant to the Registration Rights Agreement, the Selling Stockholders will    
pay all applicable stock transfer taxes, brokerage commissions, underwriting    
discounts or commissions and any fees and disbursements of more than one        
counsel to the Selling Stockholders, but State Street has agreed to pay         
substantially all fees and expenses incident to the preparation, filing,        
amending and supplementing of the Registration Statement of which this          
Prospectus is a part and any registration statements or qualifying documents    
filed under any state Blue Sky or securities laws. It is expected that the      
Registration Statement will remain effective until December 31, 1998, which     
period may, subject to the occurrence of certain events, be extended or         
shortened.                                                                      

VALIDITY OF THE COMMON STOCK  

The validity of the Common Stock offered hereby has been passed upon by     
Ropes & Gray, Boston, Massachusetts. Truman S. Casner, a director of State      
Street, is a partner of Ropes & Gray. Mr. Casner owns beneficially a total of   
6,194 shares of Common Stock. In addition, a total of 600 shares of Common      
Stock of State Street were owned beneficially by Ropes & Gray attorneys         
participating in the preparation of the Registration Statement of which this    
Prospectus is a part.                                                           

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EXPERTS 

The consolidated financial statements of State Street at December 31, 1995  
and 1994, and for each of the three years in the period ended December 31,      
1995, incorporated by reference in State Street's Annual Report on Form 10-K    
for the year ended December 31, 1995, have been audited by Ernst & Young LLP,   
independent auditors, as set forth in their report therein and incorporated     
herein by reference. Such consolidated financial statements are incorporated    
herein by reference in reliance upon such report given upon the authority of    
such firm as experts in auditing and accounting.                                

With respect to the unaudited interim consolidated financial information for
the three month periods ended March 31, 1996, June 30, 1996, and September 30,  
1996, incorporated by reference in this Prospectus, Ernst & Young LLP have      
reported that they have applied limited procedures in accordance with           
professional standards for review of such information. However, their separate  
reports, included in State Street's Quarterly Reports on Form 10-Q for the      
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, and        
incorporated herein by reference, state that they did not audit and do not      
express an opinion on that interim financial information. Accordingly, the      
degree of reliance on their reports on such information should be restricted    
considering the limited nature of review procedures applied. The independent    
auditors are not subject to the liability provisions of Section 11 of the       
Securities Act of 1933 (the "Act") for their report on the unaudited interim    
financial information because those reports are not "reports" or "parts" of     
the Registration Statement prepared or certified by the auditors within the     
meaning of Sections 7 and 11 of the Securities Act.                             

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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE- 
SENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS      
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT  
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS AND ANY PROSPECTUS    
SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OF-   
FER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN   
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY     
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DE-  
LIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HERE-  
UNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION      
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF STATE STREET SINCE THE DATE     
HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS COR-   
RECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.                 

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                            PAGE
                                                                            ----
                                  PROSPECTUS                                    
                                                                                
Statement of Available Information.........................................   2 
Incorporation of Certain Documents by Reference............................   2 
State Street Boston Corporation............................................   3 
Recent Developments........................................................   3 
Holding Company Dividends..................................................   4 
Economic Conditions and Government Policies................................   4 
Use of Proceeds............................................................   4 
Description of Capital Stock...............................................   4 
Selling Stockholders.......................................................   6 
Plan of Distribution.......................................................   7 
Validity of the Common Stock...............................................   7 
Experts....................................................................   8 

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STATE STREET BOSTON CORPORATION 

923,072 SHARES OF COMMON STOCK  
(PAR VALUE $1.00 PER SHARE) 

----------------  

PROSPECTUS  

----------------  

DECEMBER 6, 1996  

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424A’ Filing		Date		First		Last			Other Filings
		12/31/98		7					10-K,  5,  DEF 14A
Filed on:		12/9/96
		12/6/96		1		9
		11/27/96		6					S-3,  S-8
		11/19/96		3
		11/14/96		2					10-Q
		10/31/96		4
		10/17/96		3
		9/30/96		2		8			10-Q,  10-Q/A
		8/13/96		2					10-Q
		6/30/96		2		8			10-Q
		5/14/96		2					10-Q
		3/31/96		2		8			10-Q
		3/27/96		2					10-K
		3/12/96		2
		12/31/95		2		8			10-K,  DEF 14A
		1/18/95		2					8-A12B
		12/31/94		8					10-K,  8-K,  DEF 14A
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