content: <PAGE>
        As filed with the Securities and Exchange Commission on June 19, 2003
                                                             Registration No. 333-
  --------------------------------------------------------------------------------
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                      ----------------------------------------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                          FLEETBOSTON FINANCIAL CORPORATION
               (Exact name of registrant as specified in its charter)
     --------------------------------------------------------------------------
  
  <TABLE>
  <S>                                                       <C>
                 RHODE ISLAND                                    05-0341324
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)
  
  100 FEDERAL STREET, BOSTON, MASSACHUSETTS                      02110
  (Address of Principal Executive Offices)                     (Zip Code)
  </TABLE>
  
                         FLEETBOSTON FINANCIAL SAVINGS PLAN
                              (Full title of the plan)
                      ----------------------------------------
  
  <TABLE>
  <S>                                                <C>
               GARY A. SPIESS, ESQ.                          JANICE B. LIVA, ESQ.
  Executive Vice President, General Counsel and      Deputy General Counsel and Assistant
                    Secretary                                      Secretary
        FLEETBOSTON FINANCIAL CORPORATION              FLEETBOSTON FINANCIAL CORPORATION
                100 FEDERAL STREET                            100 FEDERAL STREET
           BOSTON, MASSACHUSETTS 02110                    BOSTON, MASSACHUSETTS 02110
                   617-434-2870                                  617-434-8630
  </TABLE>
  
      (Names, addresses and telephone numbers, including area codes, of agents
                                    for service)
                     -------------------------------------------
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                            Proposed      Proposed
                                            Maximum        Maximum
                              Amount        Offering      Aggregate     Amount of
    Title of Securities        to be       Price Per      Offering     Registration
      to be Registered      Registered      Share(1)      Price(1)       Fee(1)
      ----------------      ----------     ---------      ---------      -------
  <S>                       <C>            <C>         <C>             <C>
  Common Stock, par value
     $.01 per share(2)      7,000,000       $30.35      $212,450,000     $17,188
                                shares(3)
  
  Participation Interests       (4)           (4)            (4)           (4)
  </TABLE>
  
  (1)   Computed pursuant to Rule 457(h) solely for the purpose of determining the
        registration fee, based on the average of the high and low prices of the
        Registrant's Common Stock as reported by the New York Stock Exchange on
        June 13, 2003.
  
  (2)   Including preferred share purchase rights.
  
  (3)   This Registration Statement also covers such indeterminate amount of
        securities as may be offered or sold pursuant to the plan to prevent
        dilution, pursuant to Rule 416(a).
  
  (4)   Pursuant to Rule 416(c), this Registration Statement also covers an
        indeterminate amount of interests to be offered or sold pursuant to the
        plan. Pursuant to Rule 457(h)(2), no additional fee is required.
  
  
  PURSUANT TO RULE 429, THE PROSPECTUS USED IN CONNECTION WITH THE SECURITIES
  COVERED BY THIS REGISTRATION STATEMENT ALSO RELATES TO 958,584 SHARES OF COMMON
  STOCK PREVIOUSLY REGISTERED UNDER REGISTRATION STATEMENT NO.
  33-19425, AND THIS CONSTITUTES A POST-EFFECTIVE AMENDMENT TO SUCH
  REGISTRATION STATEMENT.
  <PAGE>
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
  
        The following documents heretofore filed by the Registrant with the
  Securities and Exchange Commission (the "Commission") pursuant to the Securities
  Exchange Act of 1934 (the "Exchange Act") are incorporated by reference into
  this Registration Statement:
  
              (a)   The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 2002;
  
              (b)   The Registrant's quarterly report on Form 10-Q for the quarter
                    ended March 31, 2003;
  
              (c)   The Registrant's current reports on Form 8-K filed January 10,
                    2003, January 16, 2003, February 18, 2003, and April 16, 2003;
  
              (d)   The description of the Registrant's common stock contained in
                    a Registration Statement filed by Industrial National
                    Corporation (predecessor to the Registrant) on Form 8-B dated
                    May 29, 1970, and any amendment or report filed for the
                    purpose of updating such description; and
  
              (e)   The description of the Preferred Share Purchase Rights
                    contained in the Registration Statement on Form 8-A dated
                    November 7, 2000.
  
              The FleetBoston Financial Savings Plan (the "Plan") hereby
  incorporates by reference into this Registration Statement the Plan's Annual
  Report on Form 11-K for the fiscal year ended December 31, 2001, as heretofore
  filed with the Commission.
  
              All documents subsequently filed by the Registrant or the Plan
  pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
  filing of a post-effective amendment to this Registration Statement which
  indicates that all of the shares of common stock offered have been sold or which
  deregisters all such shares then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such documents. Any statement contained in a document
  incorporated or deemed incorporated by reference herein shall be deemed to be
  modified or superseded for purposes of this Registration Statement to the extent
  that a statement contained herein or in any other subsequently filed document
  which also is 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 this
  Registration Statement.
  
  Item 4. Description of Securities.
  
        Not applicable.
  
  
                                        II-2
  <PAGE>
  Item 5. Interests of Named Experts and Counsel.
  
        Not applicable.
  
  Item 6. Indemnification of Directors and Officers.
  
        The Registrant's By-laws provide for indemnification to the extent
  permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law.
  Such section, as adopted by the By-laws, requires the Registrant to indemnify
  directors, officers, employees or agents against judgments, fines, reasonable
  costs, expenses and counsel fees paid or incurred in connection with any
  proceeding to which such director, officer, employee or agent or his legal
  representative may be a party (or for testifying when not a party) by reason of
  his being a director, officer, employee or agent, provided that such director,
  officer, employee or agent shall have acted in good faith and shall have
  reasonably believed (a) if he was acting in his official capacity that his
  conduct was in the Registrant's best interest, (b) in all other cases that his
  conduct was at least not opposed to its best interests, and (c) in the case of
  any criminal proceeding, he had no reasonable cause to believe his conduct was
  unlawful. The Registrant's By-laws provide that such rights to indemnification
  are contract rights and that the expenses incurred by an indemnified person
  shall be paid in advance of a final disposition of any proceeding, provided
  however, that if required under applicable law, such person must deliver a
  written affirmation that he has met the standards of care required under such
  provisions to be entitled to indemnification and provides an undertaking by or
  on behalf of such person to repay all amounts advanced if it is ultimately
  determined that such person is not entitled to indemnification. With respect to
  possible indemnification of directors, officers and controlling persons of the
  Registrant for liabilities arising under the Securities Act of 1933 (the "Act")
  pursuant to such provisions, the Registrant is aware that the Securities and
  Exchange Commission has publicly taken the position that such indemnification is
  against public policy as expressed in the Act and is, therefore, unenforceable.
  
  Item 7. Exemption from Registration Claimed.
  
        Not applicable.
  
  Item 8. Exhibits.
  
        A list of the exhibits included as part of this Registration Statement is
  set forth in the Exhibit Index which immediately precedes such exhibits and is
  hereby incorporated by reference herein.
  
  Item 9. Undertakings.
  
        The Corporation hereby undertakes:
  
        (1)   To file, during any period in which offers or sales are being made,
              a post-effective amendment to this Registration Statement:
  
              i.    To include any prospectus required by Section 10(a)(3) of the
                    Act;
  
  
                                        II-3
  <PAGE>
              ii.   To reflect in the prospectus any facts or events arising after
                    the effective date of this Registration Statement (or the most
                    recent post-effective amendment thereof) which, individually
                    or in the aggregate, represent a fundamental change in the
                    information set forth in this Registration Statement (or the
                    most recent post-effective amendment thereto); and
  
              iii.  To include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such information in the
                    registration statement;
  
  provided, however, that paragraphs i. and ii. shall not apply if the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed by the Registrant pursuant to Section 13 or
  Section 15(d) of the Exchange Act that are incorporated by reference in this
  Registration Statement.
  
        (2)   That, for the purpose of determining any liability under the Act,
              each such post-effective amendment shall be deemed to be a new
              registration statement relating to the securities offered therein,
              and the offering of such securities at that time shall be deemed to
              be the initial bona fide offering thereof.
  
        (3)   To remove from registration by means of a post-effective amendment
              any of the securities being registered which remain unsold at the
              termination of the offering.
  
        The Registrant hereby undertakes that, for purposes of determining any
  liability under the Act, each filing of the Corporation's annual report pursuant
  to Section 13(a) or Section 15(d) of the Exchange Act (and each filing of the
  Plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered herein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
        Insofar as indemnification for liabilities arising under the Act may be
  permitted to directors, officers and controlling persons of the Registrant
  pursuant to the provisions described in Item 6, or otherwise, the Registrant has
  been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Act and is, therefore, unenforceable.
  In the event that a claim for indemnification against such liabilities (other
  than the payment by the Registrant of expenses incurred or paid by a director,
  officer or controlling person of the Registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or controlling
  person in connection with the securities being registered, the Registrant will,
  unless in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
  
                                        II-4
  <PAGE>
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe it meets all the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized in the City of Boston, and the Commonwealth of Massachusetts, on the
  19th day of June, 2003.
  
  
  <TABLE>
  <S>                                    <C>
                                         FLEETBOSTON FINANCIAL CORPORATION
  
  
                                         By:  /s/ CHARLES K. GIFFORD
                                              ----------------------------------
                                              Charles K. Gifford
                                              Chairman and Chief Executive Officer
  </TABLE>
  
        Each person whose signature appears below hereby constitutes and appoints
  the Chairman, the President, the Chief Financial Officer, the Chief Accounting
  Officer or the Secretary, or any of them, acting alone, as his true and lawful
  attorney-in-fact, with full power and authority to execute in the name, place
  and stead of each such person in any and all capacities and to file, an
  amendment or amendments to the Registration Statement (and all exhibits thereto)
  and any documents relating thereto, which amendments may make such changes in
  the Registration Statement as said officer or officers so acting deem(s)
  advisable.
  
        Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated and on the 19th day of June, 2003.
  
  
  <TABLE>
  <CAPTION>
             SIGNATURE                                  TITLE
             ---------                                  -----
  <S>                                       <C>
          /s/ CHARLES K. GIFFORD            Chairman of the Board, Chief
  --------------------------------------    Executive Officer and Director
            Charles K. Gifford
  
          /s/ ROBERT C. LAMB, JR.           Executive Vice President and Chief
  --------------------------------------    Financial Officer
            Robert C. Lamb, Jr.
  
         /s/ ERNEST L. PUSCHAVER            Chief Accounting Officer
  -------------------------------------
           Ernest L. Puschaver
  
           /s/ JOEL B. ALVORD                          Director
  -------------------------------------
            Joel B. Alvord
  
         /s/ WILLIAM BARNET, III                       Director
  -------------------------------------
           William Barnet, III
  
         /s/ DANIEL P. BURNHAM                         Director
  -------------------------------------
            Daniel P. Burnham
  </TABLE>
  
  
                                        II-5
  <PAGE>
  <TABLE>
  <CAPTION>
             SIGNATURE                                  TITLE
             ---------                                  -----
  <S>                                       <C>
            /s/ KIM B. CLARK                           Director
  --------------------------------------
              Kim B. Clark
  
        /s/ PAUL J. CHOQUETTE, JR.                     Director
  --------------------------------------
          Paul J. Choquette, Jr.
  
           /s/ JOHN T. COLLINS                         Director
  --------------------------------------
             John T. Collins
  
         /s/ GARY L. COUNTRYMAN                        Director
  --------------------------------------
           Gary L. Countryman
  
           /s/ MARIAN L. HEARD                         Director
  --------------------------------------
             Marian L. Heard
  
          /s/ ROBERT M. KAVNER                         Director
  --------------------------------------
            Robert M. Kavner
  
            /s/ THOMAS J. MAY                          Director
  --------------------------------------
              Thomas J. May
  
          /s/ TERRENCE MURRAY                          Director
  --------------------------------------
            Terrence Murray
  
          /s/ DONALD F. MCHENRY                        Director
  --------------------------------------
            Donald F. McHenry
  
         /s/ MICHAEL B. PICOTTE                        Director
  --------------------------------------
            Michael B. Picotte
  
        /s/ FRANCENE S. RODGERS                        Director
  --------------------------------------
           Francene S. Rodgers
  
          /s/ THOMAS M. RYAN                           Director
  --------------------------------------
             Thomas M. Ryan
  
           /s/ T. JOSEPH SEMROD                        Director
  --------------------------------------
            T. Joseph Semrod
  
          /s/ PAUL R. TREGURTHA                        Director
  --------------------------------------
            Paul R. Tregurtha
  </TABLE>
  
  
                                        II_6
  <PAGE>
           Pursuant to the requirements of the Securities Act of 1933, the
  trustees (or other persons who administer the Plan) have duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Boston, and the Commonwealth of Massachusetts,
  on the 19th day of June, 2003.
  
  <TABLE>
  <S>                                <C>
                                     FLEETBOSTON FINANCIAL SAVINGS PLAN
  
  
                                     By: /s/ PATRICIA CALLAHAN FAY
                                         ---------------------------------
                                         Patricia Callahan Fay
                                         Director of Benefits Planning
  </TABLE>
  
  
                                        II-7
  <PAGE>
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number      Exhibit
  ------      -------
  <S>         <C>
     5.1      Opinion of Edwards & Angell LLP
  
     5.2      IRS Determination Letter regarding the Plan
  
     23.1     Consent of PricewaterhouseCoopers LLP (the Registrant)
  
     23.2     Consent of Ernst & Young LLP (the Plan)
  
     23.3     Consent of Edwards & Angell LLP (included in opinion filed as
              Exhibit 5.1)
  
     24       Power of Attorney of certain officers and directors of the
              Registrant (included on the signature pages hereto)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b46963s8sv8.txt", "description": "FLEETBOSTON FINANCIAL CORPORATION", "secsgml_size_bytes": 19321}]
metadata_filer: {"company-data": {"conformed-name": "FLEETBOSTON FINANCIAL CORP", "cik": "0000050341", "assigned-sic": "6021", "irs-number": "050341324", "state-of-incorporation": "RI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106274", "film-number": "03750178"}, "business-address": {"street1": "100 FEDERAL STREET", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "6173464000"}, "mail-address": {"street1": "100 FEDERAL STREET", "city": "BOSTON", "state": "MA", "zip": "02210"}, "former-company": [{"former-conformed-name": "FLEET BOSTON CORP", "date-changed": "19991001"}, {"former-conformed-name": "FLEET NORSTAR FINANCIAL GROUP INC", "date-changed": "19920525"}, {"former-conformed-name": "FLEET FINANCIAL GROUP INC", "date-changed": "19880110"}]}
text: As filed with the Securities and Exchange Commission on June 19, 2003
                                                             Registration No. 333-
  --------------------------------------------------------------------------------
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                      ----------------------------------------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                          FLEETBOSTON FINANCIAL CORPORATION
               (Exact name of registrant as specified in its charter)
     --------------------------------------------------------------------------
  RHODE ISLAND                                    05-0341324
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)
  
  100 FEDERAL STREET, BOSTON, MASSACHUSETTS                      02110
  (Address of Principal Executive Offices)                     (Zip Code)
  FLEETBOSTON FINANCIAL SAVINGS PLAN
                              (Full title of the plan)
                      ----------------------------------------
  GARY A. SPIESS, ESQ.                          JANICE B. LIVA, ESQ.
  Executive Vice President, General Counsel and      Deputy General Counsel and Assistant
                    Secretary                                      Secretary
        FLEETBOSTON FINANCIAL CORPORATION              FLEETBOSTON FINANCIAL CORPORATION
                100 FEDERAL STREET                            100 FEDERAL STREET
           BOSTON, MASSACHUSETTS 02110                    BOSTON, MASSACHUSETTS 02110
                   617-434-2870                                  617-434-8630
  (Names, addresses and telephone numbers, including area codes, of agents
                                    for service)
                     -------------------------------------------
                           CALCULATION OF REGISTRATION FEE
  Proposed      Proposed
                                            Maximum        Maximum
                              Amount        Offering      Aggregate     Amount of
    Title of Securities        to be       Price Per      Offering     Registration
      to be Registered      Registered      Share(1)      Price(1)       Fee(1)
      ----------------      ----------     ---------      ---------      -------
  Common Stock, par value
     $.01 per share(2)      7,000,000       $30.35      $212,450,000     $17,188
                                shares(3)
  
  Participation Interests       (4)           (4)            (4)           (4)
  (1)   Computed pursuant to Rule 457(h) solely for the purpose of determining the
        registration fee, based on the average of the high and low prices of the
        Registrant's Common Stock as reported by the New York Stock Exchange on
        June 13, 2003.
  
  (2)   Including preferred share purchase rights.
  
  (3)   This Registration Statement also covers such indeterminate amount of
        securities as may be offered or sold pursuant to the plan to prevent
        dilution, pursuant to Rule 416(a).
  
  (4)   Pursuant to Rule 416(c), this Registration Statement also covers an
        indeterminate amount of interests to be offered or sold pursuant to the
        plan. Pursuant to Rule 457(h)(2), no additional fee is required.
  
  PURSUANT TO RULE 429, THE PROSPECTUS USED IN CONNECTION WITH THE SECURITIES
  COVERED BY THIS REGISTRATION STATEMENT ALSO RELATES TO 958,584 SHARES OF COMMON
  STOCK PREVIOUSLY REGISTERED UNDER REGISTRATION STATEMENT NO.
  33-19425, AND THIS CONSTITUTES A POST-EFFECTIVE AMENDMENT TO SUCH
  REGISTRATION STATEMENT.
  PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
  
        The following documents heretofore filed by the Registrant with the
  Securities and Exchange Commission (the "Commission") pursuant to the Securities
  Exchange Act of 1934 (the "Exchange Act") are incorporated by reference into
  this Registration Statement:
  
              (a)   The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 2002;
  
              (b)   The Registrant's quarterly report on Form 10-Q for the quarter
                    ended March 31, 2003;
  
              (c)   The Registrant's current reports on Form 8-K filed January 10,
                    2003, January 16, 2003, February 18, 2003, and April 16, 2003;
  
              (d)   The description of the Registrant's common stock contained in
                    a Registration Statement filed by Industrial National
                    Corporation (predecessor to the Registrant) on Form 8-B dated
                    May 29, 1970, and any amendment or report filed for the
                    purpose of updating such description; and
  
              (e)   The description of the Preferred Share Purchase Rights
                    contained in the Registration Statement on Form 8-A dated
                    November 7, 2000.
  
              The FleetBoston Financial Savings Plan (the "Plan") hereby
  incorporates by reference into this Registration Statement the Plan's Annual
  Report on Form 11-K for the fiscal year ended December 31, 2001, as heretofore
  filed with the Commission.
  
              All documents subsequently filed by the Registrant or the Plan
  pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
  filing of a post-effective amendment to this Registration Statement which
  indicates that all of the shares of common stock offered have been sold or which
  deregisters all such shares then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such documents. Any statement contained in a document
  incorporated or deemed incorporated by reference herein shall be deemed to be
  modified or superseded for purposes of this Registration Statement to the extent
  that a statement contained herein or in any other subsequently filed document
  which also is 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 this
  Registration Statement.
  
  Item 4. Description of Securities.
  
        Not applicable.
  
                                        II-2
  Item 5. Interests of Named Experts and Counsel.
  
        Not applicable.
  
  Item 6. Indemnification of Directors and Officers.
  
        The Registrant's By-laws provide for indemnification to the extent
  permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law.
  Such section, as adopted by the By-laws, requires the Registrant to indemnify
  directors, officers, employees or agents against judgments, fines, reasonable
  costs, expenses and counsel fees paid or incurred in connection with any
  proceeding to which such director, officer, employee or agent or his legal
  representative may be a party (or for testifying when not a party) by reason of
  his being a director, officer, employee or agent, provided that such director,
  officer, employee or agent shall have acted in good faith and shall have
  reasonably believed (a) if he was acting in his official capacity that his
  conduct was in the Registrant's best interest, (b) in all other cases that his
  conduct was at least not opposed to its best interests, and (c) in the case of
  any criminal proceeding, he had no reasonable cause to believe his conduct was
  unlawful. The Registrant's By-laws provide that such rights to indemnification
  are contract rights and that the expenses incurred by an indemnified person
  shall be paid in advance of a final disposition of any proceeding, provided
  however, that if required under applicable law, such person must deliver a
  written affirmation that he has met the standards of care required under such
  provisions to be entitled to indemnification and provides an undertaking by or
  on behalf of such person to repay all amounts advanced if it is ultimately
  determined that such person is not entitled to indemnification. With respect to
  possible indemnification of directors, officers and controlling persons of the
  Registrant for liabilities arising under the Securities Act of 1933 (the "Act")
  pursuant to such provisions, the Registrant is aware that the Securities and
  Exchange Commission has publicly taken the position that such indemnification is
  against public policy as expressed in the Act and is, therefore, unenforceable.
  
  Item 7. Exemption from Registration Claimed.
  
        Not applicable.
  
  Item 8. Exhibits.
  
        A list of the exhibits included as part of this Registration Statement is
  set forth in the Exhibit Index which immediately precedes such exhibits and is
  hereby incorporated by reference herein.
  
  Item 9. Undertakings.
  
        The Corporation hereby undertakes:
  
        (1)   To file, during any period in which offers or sales are being made,
              a post-effective amendment to this Registration Statement:
  
              i.    To include any prospectus required by Section 10(a)(3) of the
                    Act;
  
                                        II-3
  ii.   To reflect in the prospectus any facts or events arising after
                    the effective date of this Registration Statement (or the most
                    recent post-effective amendment thereof) which, individually
                    or in the aggregate, represent a fundamental change in the
                    information set forth in this Registration Statement (or the
                    most recent post-effective amendment thereto); and
  
              iii.  To include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such information in the
                    registration statement;
  
  provided, however, that paragraphs i. and ii. shall not apply if the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed by the Registrant pursuant to Section 13 or
  Section 15(d) of the Exchange Act that are incorporated by reference in this
  Registration Statement.
  
        (2)   That, for the purpose of determining any liability under the Act,
              each such post-effective amendment shall be deemed to be a new
              registration statement relating to the securities offered therein,
              and the offering of such securities at that time shall be deemed to
              be the initial bona fide offering thereof.
  
        (3)   To remove from registration by means of a post-effective amendment
              any of the securities being registered which remain unsold at the
              termination of the offering.
  
        The Registrant hereby undertakes that, for purposes of determining any
  liability under the Act, each filing of the Corporation's annual report pursuant
  to Section 13(a) or Section 15(d) of the Exchange Act (and each filing of the
  Plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered herein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
        Insofar as indemnification for liabilities arising under the Act may be
  permitted to directors, officers and controlling persons of the Registrant
  pursuant to the provisions described in Item 6, or otherwise, the Registrant has
  been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Act and is, therefore, unenforceable.
  In the event that a claim for indemnification against such liabilities (other
  than the payment by the Registrant of expenses incurred or paid by a director,
  officer or controlling person of the Registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or controlling
  person in connection with the securities being registered, the Registrant will,
  unless in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
                                        II-4
  SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe it meets all the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized in the City of Boston, and the Commonwealth of Massachusetts, on the
  19th day of June, 2003.
  FLEETBOSTON FINANCIAL CORPORATION
  
                                         By:  /s/ CHARLES K. GIFFORD
                                              ----------------------------------
                                              Charles K. Gifford
                                              Chairman and Chief Executive Officer
  Each person whose signature appears below hereby constitutes and appoints
  the Chairman, the President, the Chief Financial Officer, the Chief Accounting
  Officer or the Secretary, or any of them, acting alone, as his true and lawful
  attorney-in-fact, with full power and authority to execute in the name, place
  and stead of each such person in any and all capacities and to file, an
  amendment or amendments to the Registration Statement (and all exhibits thereto)
  and any documents relating thereto, which amendments may make such changes in
  the Registration Statement as said officer or officers so acting deem(s)
  advisable.
  
        Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated and on the 19th day of June, 2003.
  SIGNATURE                                  TITLE
             ---------                                  -----
  /s/ CHARLES K. GIFFORD            Chairman of the Board, Chief
  --------------------------------------    Executive Officer and Director
            Charles K. Gifford
  
          /s/ ROBERT C. LAMB, JR.           Executive Vice President and Chief
  --------------------------------------    Financial Officer
            Robert C. Lamb, Jr.
  
         /s/ ERNEST L. PUSCHAVER            Chief Accounting Officer
  -------------------------------------
           Ernest L. Puschaver
  
           /s/ JOEL B. ALVORD                          Director
  -------------------------------------
            Joel B. Alvord
  
         /s/ WILLIAM BARNET, III                       Director
  -------------------------------------
           William Barnet, III
  
         /s/ DANIEL P. BURNHAM                         Director
  -------------------------------------
            Daniel P. Burnham
  II-5
  SIGNATURE                                  TITLE
             ---------                                  -----
  /s/ KIM B. CLARK                           Director
  --------------------------------------
              Kim B. Clark
  
        /s/ PAUL J. CHOQUETTE, JR.                     Director
  --------------------------------------
          Paul J. Choquette, Jr.
  
           /s/ JOHN T. COLLINS                         Director
  --------------------------------------
             John T. Collins
  
         /s/ GARY L. COUNTRYMAN                        Director
  --------------------------------------
           Gary L. Countryman
  
           /s/ MARIAN L. HEARD                         Director
  --------------------------------------
             Marian L. Heard
  
          /s/ ROBERT M. KAVNER                         Director
  --------------------------------------
            Robert M. Kavner
  
            /s/ THOMAS J. MAY                          Director
  --------------------------------------
              Thomas J. May
  
          /s/ TERRENCE MURRAY                          Director
  --------------------------------------
            Terrence Murray
  
          /s/ DONALD F. MCHENRY                        Director
  --------------------------------------
            Donald F. McHenry
  
         /s/ MICHAEL B. PICOTTE                        Director
  --------------------------------------
            Michael B. Picotte
  
        /s/ FRANCENE S. RODGERS                        Director
  --------------------------------------
           Francene S. Rodgers
  
          /s/ THOMAS M. RYAN                           Director
  --------------------------------------
             Thomas M. Ryan
  
           /s/ T. JOSEPH SEMROD                        Director
  --------------------------------------
            T. Joseph Semrod
  
          /s/ PAUL R. TREGURTHA                        Director
  --------------------------------------
            Paul R. Tregurtha
  II_6
  Pursuant to the requirements of the Securities Act of 1933, the
  trustees (or other persons who administer the Plan) have duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Boston, and the Commonwealth of Massachusetts,
  on the 19th day of June, 2003.
  FLEETBOSTON FINANCIAL SAVINGS PLAN
  
                                     By: /s/ PATRICIA CALLAHAN FAY
                                         ---------------------------------
                                         Patricia Callahan Fay
                                         Director of Benefits Planning
  II-7
  EXHIBIT INDEX
  Exhibit
  Number      Exhibit
  ------      -------
  5.1      Opinion of Edwards & Angell LLP
  
     5.2      IRS Determination Letter regarding the Plan
  
     23.1     Consent of PricewaterhouseCoopers LLP (the Registrant)
  
     23.2     Consent of Ernst & Young LLP (the Plan)
  
     23.3     Consent of Edwards & Angell LLP (included in opinion filed as
              Exhibit 5.1)
  
     24       Power of Attorney of certain officers and directors of the
              Registrant (included on the signature pages hereto)