content: <PAGE>   1
  
  
      As filed with the Securities and Exchange Commission on July 12, 1995
  
                                                              REGISTRATION NO. 33-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549
  
                              _______________________
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                              _______________________
  
                                   BAYBANKS, INC.
               (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <S>                                                        <C>
              MASSACHUSETTS                                              04-2008039
  (State or other jurisdiction of incorporation)             (I.R.S. Employer Identification No.)
  </TABLE>
  
                  175 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
                      (Address of Principal Executive Offices)
  
  
               BAYBANKS, INC. STOCK OPTIONS ISSUED UPON CONVERSION OF
                         NFS FINANCIAL CORP. STOCK OPTIONS
                              (Full title of the plan)
  
                                 MICHAEL W. VASILY
                              Executive Vice President
                                   BayBanks, Inc.
                                 175 Federal Street
                            Boston, Massachusetts 02110
                                   (617) 482-1040
             (Name, address and telephone number of agent for service)
  
                                  with copies to:
  
                              JERRY V. KLIMA, ESQUIRE
                                   Palmer & Dodge
                                 One Beacon Street
                            Boston, Massachusetts 02108
                                   (617) 573-0100
  
                              _______________________
  
  <TABLE>
                                      CALCULATION OF REGISTRATION FEE
  - ---------------------------------------------------------------------------------------------------------------
  <CAPTION>
       Title of each class of          Amount to be       Proposed maximum     Proposed maximum       Amount of
    securities to be registered         registered         offering price     aggregate offering     registration
                                                            per share(1)           price(1)              fee
  - ---------------------------------------------------------------------------------------------------------------
  <S>                                 <C>                     <C>                 <C>                 <C>                  
  Common Stock, $2.00 par value       29,778 shares           $28.76              $856,226.44         $295.25
  - ---------------------------------------------------------------------------------------------------------------
  <FN>                                  
  (1)           Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and 
                based upon the average exercise price of the option shares being registered.
  </TABLE>
  
                                    Page 1 of 10
                          Exhibit Index appears at Page 8
  <PAGE>   2
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
                   The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated herein by reference:
  
                   (a)  The Registrant's Annual Report on Form 10-K for the
  fiscal year ended December 31, 1994;
  
                   (b)  All other reports of the Registrant filed pursuant to
  Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), since the end of the fiscal year ended December 31, 1994; and
  
                   (c)  The description of the Registrant's Common Stock
  contained in its Registration Statement filed under Section 12 of the Exchange
  Act, including any amendment or report filed for the purpose of updating such
  description.
  
                   All documents filed after the date of this Registration
  Statement by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
  the Exchange Act prior to the filing of a post-effective amendment which
  indicates that all shares of Common Stock offered hereunder have been sold or
  which deregisters all shares of Common Stock remaining unsold shall be deemed
  to be incorporated by reference herein and to be a part hereof from the date of
  the filing of such reports and documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
                   Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
                   Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
                   Section 67 of Chapter 156B of the Massachusetts Business
  Corporation Law provides that a corporation may indemnify any director,
  officer, employee or agent to whatever extent permitted by the corporation's
  Articles of Organization, By-Laws or a vote adopted by the holders of a
  majority of the shares entitled to vote thereon, unless the proposed indemnitee
  has been adjudicated in any proceeding not to have acted in good faith in the
  reasonable belief that his action was in the best interests of the corporation
  or, to the extent that the matter for which indemnification is sought relates
  to service with respect to an employee benefit plan, in the best interests of
  the participants or beneficiaries of such employee benefit plan.  Such
  indemnification may include payment by the corporation of expenses incurred in
  defending a civil or criminal action or proceeding in advance of the final
  disposition of such action or proceeding, upon receipt of an undertaking by the
  person indemnified to repay such payment if he or she shall be adjudicated to
  be not entitled to indemnification under the statute.
  
                   Article VI of the Registrant's By-Laws provides that the
  Registrant shall, to the fullest extent legally permissible, indemnify each
  person at any time elected or appointed a director or officer of the
  Registrant, or who serves at the Registrant's request as a director or officer
  of another organization or
  
  
  
  
  
                                    Page 2 of 10
  <PAGE>   3
  in any capacity with respect to any employee benefit plan against any and all
  costs and expenses (including but not limited to court costs and legal fees)
  reasonably incurred by, and any and all liabilities imposed upon, him or her in
  connection with, or arising out of, or resulting from, any claim made, or any
  action, suit or proceeding (whether civil, criminal, administrative or
  investigative) threatened or brought, against him or her or in which he or she
  may be involved as a party or otherwise by reason of having so served or by
  reason of any action taken or omitted or alleged to have been taken or omitted
  by him or her in such capacity unless in any proceeding such person shall have
  been finally adjudicated with respect to the matter or matters as to which
  indemnification is sought not to have acted in good faith in the reasonable
  belief that his action was in the best interest of the Registrant or, to the
  extent that such matter or matters relate to service with respect to an
  employee benefit plan, in the best interests of the participants or
  beneficiaries of such employee benefit plan.  Such indemnification shall
  include payment by the Registrant of expenses incurred in defending any such
  action, suit or proceeding in advance of the final disposition of such action,
  suit or proceeding, upon receipt of an undertaking by or on behalf of the
  person indemnified to repay such payment if he or she shall be adjudicated to
  be not entitled to indemnification under Article VI, which undertaking shall be
  accepted without reference to the financial ability of such person to make
  repayment.
  
                   The right of indemnification under Article VI does not extend
  to amounts incurred or paid in connection with any matter that shall be
  disposed of through a compromise payment or other settlement prior to final
  adjudication, whether by or pursuant to a consent decree or otherwise, unless
  such compromise or other settlement is approved by the Registrant, which
  approval shall not unreasonably be withheld, or by a court of competent
  jurisdiction.  Article VI sets forth certain circumstances under which the
  payment of indemnification is conclusively deemed approved by the Registrant.
  Article VI also contains certain procedural and other provisions that provide
  additional protection for persons seeking indemnification.
  
                   The indemnification provided for in Article VI is a contract
  right inuring to the benefit of the directors, officers and others entitled to
  indemnification.  In addition, the indemnification is expressly in addition to
  and not exclusive of any other rights to which such director, officer or other
  person may be entitled and inures to the benefit of the heirs, executors,
  administrators and legal representatives of such a person.
  
                   Section 13(b)(1 1/2) of Chapter 156B of the Massachusetts
  Business Corporation Law provides that a corporation may, in its Articles of
  Organization, eliminate a director's personal liability to the  corporation and
  its stockholders for monetary damages for breaches of fiduciary duty, except in
  circumstances involving (i) a breach of the director's duty of loyalty to the
  corporation or its stockholders, (ii) acts or omissions not in good faith or
  that involve intentional misconduct or a knowing violation of law, (iii)
  unauthorized distributions to stockholders and loans to insiders, and (iv)
  transactions from which the director derived an improper personal benefit.  The
  Registrant's Articles of Organization include a provision providing that no
  director shall be personally liable to the Registrant or its stockholders for
  monetary damages for any breach of fiduciary duty as a director, except to the
  extent that such exculpation is not permitted under the provisions of the
  Massachusetts Business Corporation Law summarized above.  No amendment or
  repeal of the provision of the Articles of Organization shall apply or have any
  effect on the liability of any director for or with respect to acts or
  omissions occurring prior to the amendment or repeal.
  
                   The Registrant maintains an insurance policy on behalf of the
  directors and officers of the Registrant and its subsidiaries covering certain
  liabilities that may arise as a result of the actions of said directors and
  officers.
  
  
  
  
  
                                    Page 3 of 10
  <PAGE>   4
                   The provisions described above may be sufficiently broad to
  indemnify directors and officers and control persons of the Registrant against
  liability arising under the Securities Act of 1933, as amended (the "Securities
  Act").  The Registrant has been informed that, in the opinion of the Securities
  and Exchange Commission, such indemnification is against public policy as
  expressed in the Securities Act and is therefore unenforceable.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
                   Not applicable.
  
  ITEM 8.  EXHIBITS.
  
                   See Exhibit Index on page 8.
  
  ITEM 9.   UNDERTAKINGS.
  
           (a)  The undersigned Registrant 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 Securities Act of 1933;
  
                   (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) that, individually or in the
           aggregate, represent a fundamental change in the information set forth
           in this Registration Statement;
  
                   (iii)  To include any material information with respect to the
           plan of distribution not previously disclosed in this Registration
           Statement or any material change to such information in the
           Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 Securities Exchange Act of 1934 that are
  incorporated by reference in this Registration Statement.
  
                   (2)      That, for the purpose of determining any liability
  under the Securities Act of 1933, 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 that remain
  unsold at the termination of the offering.
  
           (b)     The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the Registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
  in this Registration Statement shall be deemed to be a new registration
  statement relating to the securities offered
  
  
  
  
  
                                    Page 4 of 10
  <PAGE>   5
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
           (c)     Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange 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 of
  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.
  
  
  
  
  
                                    Page 5 of 10
  <PAGE>   6
                                     SIGNATURES
  
          Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of 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, Commonwealth of Massachusetts, as of
  the 3rd day of July, 1995.
  
                                     BAYBANKS, INC.
  
  
                                     By:  /s/ Michael W. Vasily
                                        -----------------------------------
                                          Michael W. Vasily
                                          Executive Vice President
  
  
                                POWER OF ATTORNEY
  
          We, the undersigned officers and directors of BayBanks, Inc. hereby
  severally constitute and appoint William M. Crozier, Jr., Michael W. Vasily,
  Ilene Beal, and Joan E. Tonra, and each of them singly, our true and lawful
  attorneys-in-fact, with full power to them in any and all capacities, to sign
  any and all amendments to this Registration Statement on Form S-8 (including
  any post-effective amendments thereto), and to file the same, with exhibits
  thereto and other documents in connection therewith, with the Securities and
  Exchange Commission, hereby ratifying and confirming all that each of said
  attorneys-in-fact may do or cause to be done by virtue hereof.
  
  <TABLE>
          Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated:
  
  <CAPTION>
           SIGNATURE                    TITLE                                 DATE
           ---------                    -----                                 ----
  <S>                             <C>                                         <C>
                                  Chairman of the Board,
  /s/ William M. Crozier, Jr.     President and Director                      July 3, 1995
  - ----------------------------    (Principal Executive Officer)
  William M. Crozier, Jr.         
  
  
  /s/ Michael W. Vasily           Executive Vice President                    July 3, 1995
  - ----------------------------    (Principal Financial Officer)
  Michael W. Vasily               
  
  
  /s/ Joan E. Tonra               Senior Vice President and                   July 3, 1995
  - ----------------------------    Controller
  Joan E. Tonra                   (Principal Accounting Officer)
  
  
  /s/ Donald L. Isaacs            Vice Chairman of the Board and              July 3, 1995
  - ----------------------------    Director
  Donald L. Isaacs                
  </TABLE>
  
  
  
  
  
                                    Page 6 of 10
  <PAGE>   7
  <TABLE>
  <CAPTION>
           SIGNATURE              TITLE                              DATE
           ---------              -----                              ----
  <S>                          <C>                                   <C>
  /s/ Richard F. Pollard       Vice Chairman of the Board            July 3, 1995
  - ---------------------------  and Director
  Richard F. Pollard           
  
  
  /s/ John A. Cervieri Jr.     Director                              July 3, 1995
  - ---------------------------
  John A. Cervieri Jr.
  
  
  /s/ Robert L. Gable          Director                              July 3, 1995
  - ---------------------------
  Robert L. Gable
  
  
  /s/ Samuel J. Gerson         Director                              July 3, 1995
  - ---------------------------
  Samuel J. Gerson
  
  
  /s/ Norman E. MacNeil        Director                              July 3, 1995
  - ---------------------------
  Norman E. MacNeil
  
  
  /s/ Arlene A. McNamee        Director                              July 3, 1995
  - ---------------------------
  Arlene A. McNamee
  
  
  /s/ Thomas R. Piper          Director                              July 3, 1995
  - ---------------------------
  Thomas R. Piper
  
  
  /s/ Glenn P. Strehle         Director                              July 3, 1995
  - ---------------------------
  Glenn P. Strehle
  
  
  /s/ Joseph H. Torras         Director                              July 3, 1995
  - ---------------------------
  Joseph H. Torras
  </TABLE>
  
  
  
  
  
                                    Page 7 of 10
  <PAGE>   8
  <TABLE>
                                   EXHIBIT INDEX
                                   -------------
  
  <CAPTION>
       Exhibit                                                                                      Page
       Number                                    Description                                       Number
       ------                                    -----------                                       ------
        <S>         <C>                                                                             <C>
         4.1        Articles of Organization as amended through June 28, 1988.  Filed as
                    Exhibit 4 to Registration Statement on Form S-8 No. 33-22834 and
                    incorporated herein by reference.                                                *
  
         4.2        Certificate of Vote of Directors Establishing a Series of a Class of
                    Stock filed March 10, 1989.  Filed as Exhibit 3.1(b) to the
                    Registrant's Annual Report on Form 10-K for the year ended December
                    31, 1993 and incorporated herein by reference.                                   *
  
         4.3        Certificate of Vote of Directors adopted July 26, 1990, electing to
                    have certain Massachusetts legislation concerning the classification
                    of boards of directors apply to the Registrant.  Filed as Exhibit
                    4.1(d) to the Registrant's Quarterly Report on Form 10-Q for the
                    quarter ended June 30, 1990 and incorporated herein by reference.                *
  
         4.4        By-Laws as amended through October 24, 1994.  Filed as Exhibit 3.1 to
                    the Registrant's Quarterly Report on Form 10-Q for the quarter ended
                    September 30, 1994, and incorporated herein by reference.
  
         4.5        Specimen Common Stock Certificate.  Filed on August 6, 1992 as
                    Exhibit 4.5 to Registration Statement on Form S-3 No. 33-50558, and
                    incorporated herein by reference.                                                *
  
         4.6        Rights Agreement between the Registrant and The First National Bank
                    of Boston, as Rights Agent, dated December 23, 1988.  Filed as
                    Exhibit 1 to the Registration Statement on Form 8-A dated December
                    29, 1988, and incorporated herein by reference.                                  *
  
         5.1        Opinion of Palmer & Dodge.  Filed herewith.                                      9
  
        23.1        Consent of KPMG Peat Marwick LLP.  Filed herewith                               10
  
        23.2        Consent of Palmer & Dodge (contained in Opinion of Palmer & Dodge
                    filed as Exhibit 5.1.)                                                           9
  
        24.1        Power of Attorney.  Included on the Signature Page to this
                    Registration Statement                                                           6
  <FN>
  
  *Incorporated by reference
  
  </TABLE>
  
  
  
                                    Page 8 of 10
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metadata_filer: {"company-data": {"conformed-name": "BAYBANKS INC", "cik": "0000010497", "assigned-sic": "6022", "irs-number": "042008039", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60991", "film-number": "95553473"}, "business-address": {"street1": "175 FEDERAL ST", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "6174821040"}, "mail-address": {"street1": "175 FEDERAL ST", "city": "BOSTON", "state": "MA", "zip": "02110"}, "former-company": {"former-conformed-name": "BAYSTATE CORP", "date-changed": "19760602"}}
text: 1
  
      As filed with the Securities and Exchange Commission on July 12, 1995
  
                                                              REGISTRATION NO. 33-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549
  
                              _______________________
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                              _______________________
  
                                   BAYBANKS, INC.
               (Exact name of registrant as specified in its charter)
  MASSACHUSETTS                                              04-2008039
  (State or other jurisdiction of incorporation)             (I.R.S. Employer Identification No.)
  175 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
                      (Address of Principal Executive Offices)
  
               BAYBANKS, INC. STOCK OPTIONS ISSUED UPON CONVERSION OF
                         NFS FINANCIAL CORP. STOCK OPTIONS
                              (Full title of the plan)
  
                                 MICHAEL W. VASILY
                              Executive Vice President
                                   BayBanks, Inc.
                                 175 Federal Street
                            Boston, Massachusetts 02110
                                   (617) 482-1040
             (Name, address and telephone number of agent for service)
  
                                  with copies to:
  
                              JERRY V. KLIMA, ESQUIRE
                                   Palmer & Dodge
                                 One Beacon Street
                            Boston, Massachusetts 02108
                                   (617) 573-0100
  
                              _______________________
  
                                      CALCULATION OF REGISTRATION FEE
  - ---------------------------------------------------------------------------------------------------------------
  Title of each class of          Amount to be       Proposed maximum     Proposed maximum       Amount of
    securities to be registered         registered         offering price     aggregate offering     registration
                                                            per share(1)           price(1)              fee
  - ---------------------------------------------------------------------------------------------------------------
  Common Stock, $2.00 par value       29,778 shares           $28.76              $856,226.44         $295.25
  - ---------------------------------------------------------------------------------------------------------------
  (1)           Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and 
                based upon the average exercise price of the option shares being registered.
  Page 1 of 10
                          Exhibit Index appears at Page 8
  2
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
                   The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated herein by reference:
  
                   (a)  The Registrant's Annual Report on Form 10-K for the
  fiscal year ended December 31, 1994;
  
                   (b)  All other reports of the Registrant filed pursuant to
  Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), since the end of the fiscal year ended December 31, 1994; and
  
                   (c)  The description of the Registrant's Common Stock
  contained in its Registration Statement filed under Section 12 of the Exchange
  Act, including any amendment or report filed for the purpose of updating such
  description.
  
                   All documents filed after the date of this Registration
  Statement by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
  the Exchange Act prior to the filing of a post-effective amendment which
  indicates that all shares of Common Stock offered hereunder have been sold or
  which deregisters all shares of Common Stock remaining unsold shall be deemed
  to be incorporated by reference herein and to be a part hereof from the date of
  the filing of such reports and documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
                   Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
                   Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
                   Section 67 of Chapter 156B of the Massachusetts Business
  Corporation Law provides that a corporation may indemnify any director,
  officer, employee or agent to whatever extent permitted by the corporation's
  Articles of Organization, By-Laws or a vote adopted by the holders of a
  majority of the shares entitled to vote thereon, unless the proposed indemnitee
  has been adjudicated in any proceeding not to have acted in good faith in the
  reasonable belief that his action was in the best interests of the corporation
  or, to the extent that the matter for which indemnification is sought relates
  to service with respect to an employee benefit plan, in the best interests of
  the participants or beneficiaries of such employee benefit plan.  Such
  indemnification may include payment by the corporation of expenses incurred in
  defending a civil or criminal action or proceeding in advance of the final
  disposition of such action or proceeding, upon receipt of an undertaking by the
  person indemnified to repay such payment if he or she shall be adjudicated to
  be not entitled to indemnification under the statute.
  
                   Article VI of the Registrant's By-Laws provides that the
  Registrant shall, to the fullest extent legally permissible, indemnify each
  person at any time elected or appointed a director or officer of the
  Registrant, or who serves at the Registrant's request as a director or officer
  of another organization or
  
                                    Page 2 of 10
  3
  in any capacity with respect to any employee benefit plan against any and all
  costs and expenses (including but not limited to court costs and legal fees)
  reasonably incurred by, and any and all liabilities imposed upon, him or her in
  connection with, or arising out of, or resulting from, any claim made, or any
  action, suit or proceeding (whether civil, criminal, administrative or
  investigative) threatened or brought, against him or her or in which he or she
  may be involved as a party or otherwise by reason of having so served or by
  reason of any action taken or omitted or alleged to have been taken or omitted
  by him or her in such capacity unless in any proceeding such person shall have
  been finally adjudicated with respect to the matter or matters as to which
  indemnification is sought not to have acted in good faith in the reasonable
  belief that his action was in the best interest of the Registrant or, to the
  extent that such matter or matters relate to service with respect to an
  employee benefit plan, in the best interests of the participants or
  beneficiaries of such employee benefit plan.  Such indemnification shall
  include payment by the Registrant of expenses incurred in defending any such
  action, suit or proceeding in advance of the final disposition of such action,
  suit or proceeding, upon receipt of an undertaking by or on behalf of the
  person indemnified to repay such payment if he or she shall be adjudicated to
  be not entitled to indemnification under Article VI, which undertaking shall be
  accepted without reference to the financial ability of such person to make
  repayment.
  
                   The right of indemnification under Article VI does not extend
  to amounts incurred or paid in connection with any matter that shall be
  disposed of through a compromise payment or other settlement prior to final
  adjudication, whether by or pursuant to a consent decree or otherwise, unless
  such compromise or other settlement is approved by the Registrant, which
  approval shall not unreasonably be withheld, or by a court of competent
  jurisdiction.  Article VI sets forth certain circumstances under which the
  payment of indemnification is conclusively deemed approved by the Registrant.
  Article VI also contains certain procedural and other provisions that provide
  additional protection for persons seeking indemnification.
  
                   The indemnification provided for in Article VI is a contract
  right inuring to the benefit of the directors, officers and others entitled to
  indemnification.  In addition, the indemnification is expressly in addition to
  and not exclusive of any other rights to which such director, officer or other
  person may be entitled and inures to the benefit of the heirs, executors,
  administrators and legal representatives of such a person.
  
                   Section 13(b)(1 1/2) of Chapter 156B of the Massachusetts
  Business Corporation Law provides that a corporation may, in its Articles of
  Organization, eliminate a director's personal liability to the  corporation and
  its stockholders for monetary damages for breaches of fiduciary duty, except in
  circumstances involving (i) a breach of the director's duty of loyalty to the
  corporation or its stockholders, (ii) acts or omissions not in good faith or
  that involve intentional misconduct or a knowing violation of law, (iii)
  unauthorized distributions to stockholders and loans to insiders, and (iv)
  transactions from which the director derived an improper personal benefit.  The
  Registrant's Articles of Organization include a provision providing that no
  director shall be personally liable to the Registrant or its stockholders for
  monetary damages for any breach of fiduciary duty as a director, except to the
  extent that such exculpation is not permitted under the provisions of the
  Massachusetts Business Corporation Law summarized above.  No amendment or
  repeal of the provision of the Articles of Organization shall apply or have any
  effect on the liability of any director for or with respect to acts or
  omissions occurring prior to the amendment or repeal.
  
                   The Registrant maintains an insurance policy on behalf of the
  directors and officers of the Registrant and its subsidiaries covering certain
  liabilities that may arise as a result of the actions of said directors and
  officers.
  
                                    Page 3 of 10
  4
                   The provisions described above may be sufficiently broad to
  indemnify directors and officers and control persons of the Registrant against
  liability arising under the Securities Act of 1933, as amended (the "Securities
  Act").  The Registrant has been informed that, in the opinion of the Securities
  and Exchange Commission, such indemnification is against public policy as
  expressed in the Securities Act and is therefore unenforceable.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
                   Not applicable.
  
  ITEM 8.  EXHIBITS.
  
                   See Exhibit Index on page 8.
  
  ITEM 9.   UNDERTAKINGS.
  
           (a)  The undersigned Registrant 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 Securities Act of 1933;
  
                   (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) that, individually or in the
           aggregate, represent a fundamental change in the information set forth
           in this Registration Statement;
  
                   (iii)  To include any material information with respect to the
           plan of distribution not previously disclosed in this Registration
           Statement or any material change to such information in the
           Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 Securities Exchange Act of 1934 that are
  incorporated by reference in this Registration Statement.
  
                   (2)      That, for the purpose of determining any liability
  under the Securities Act of 1933, 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 that remain
  unsold at the termination of the offering.
  
           (b)     The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the Registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
  in this Registration Statement shall be deemed to be a new registration
  statement relating to the securities offered
  
                                    Page 4 of 10
  5
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
           (c)     Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange 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 of
  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.
  
                                    Page 5 of 10
  6
                                     SIGNATURES
  
          Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of 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, Commonwealth of Massachusetts, as of
  the 3rd day of July, 1995.
  
                                     BAYBANKS, INC.
  
                                     By:  /s/ Michael W. Vasily
                                        -----------------------------------
                                          Michael W. Vasily
                                          Executive Vice President
  
                                POWER OF ATTORNEY
  
          We, the undersigned officers and directors of BayBanks, Inc. hereby
  severally constitute and appoint William M. Crozier, Jr., Michael W. Vasily,
  Ilene Beal, and Joan E. Tonra, and each of them singly, our true and lawful
  attorneys-in-fact, with full power to them in any and all capacities, to sign
  any and all amendments to this Registration Statement on Form S-8 (including
  any post-effective amendments thereto), and to file the same, with exhibits
  thereto and other documents in connection therewith, with the Securities and
  Exchange Commission, hereby ratifying and confirming all that each of said
  attorneys-in-fact may do or cause to be done by virtue hereof.
  
          Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated:
  SIGNATURE                    TITLE                                 DATE
           ---------                    -----                                 ----
  Chairman of the Board,
  /s/ William M. Crozier, Jr.     President and Director                      July 3, 1995
  - ----------------------------    (Principal Executive Officer)
  William M. Crozier, Jr.         
  
  /s/ Michael W. Vasily           Executive Vice President                    July 3, 1995
  - ----------------------------    (Principal Financial Officer)
  Michael W. Vasily               
  
  /s/ Joan E. Tonra               Senior Vice President and                   July 3, 1995
  - ----------------------------    Controller
  Joan E. Tonra                   (Principal Accounting Officer)
  
  /s/ Donald L. Isaacs            Vice Chairman of the Board and              July 3, 1995
  - ----------------------------    Director
  Donald L. Isaacs
  Page 6 of 10
  7
  SIGNATURE              TITLE                              DATE
           ---------              -----                              ----
  /s/ Richard F. Pollard       Vice Chairman of the Board            July 3, 1995
  - ---------------------------  and Director
  Richard F. Pollard           
  
  /s/ John A. Cervieri Jr.     Director                              July 3, 1995
  - ---------------------------
  John A. Cervieri Jr.
  
  /s/ Robert L. Gable          Director                              July 3, 1995
  - ---------------------------
  Robert L. Gable
  
  /s/ Samuel J. Gerson         Director                              July 3, 1995
  - ---------------------------
  Samuel J. Gerson
  
  /s/ Norman E. MacNeil        Director                              July 3, 1995
  - ---------------------------
  Norman E. MacNeil
  
  /s/ Arlene A. McNamee        Director                              July 3, 1995
  - ---------------------------
  Arlene A. McNamee
  
  /s/ Thomas R. Piper          Director                              July 3, 1995
  - ---------------------------
  Thomas R. Piper
  
  /s/ Glenn P. Strehle         Director                              July 3, 1995
  - ---------------------------
  Glenn P. Strehle
  
  /s/ Joseph H. Torras         Director                              July 3, 1995
  - ---------------------------
  Joseph H. Torras
  Page 7 of 10
  8
  
                                   EXHIBIT INDEX
                                   -------------
  Exhibit                                                                                      Page
       Number                                    Description                                       Number
       ------                                    -----------                                       ------
  4.1        Articles of Organization as amended through June 28, 1988.  Filed as
                    Exhibit 4 to Registration Statement on Form S-8 No. 33-22834 and
                    incorporated herein by reference.                                                *
  
         4.2        Certificate of Vote of Directors Establishing a Series of a Class of
                    Stock filed March 10, 1989.  Filed as Exhibit 3.1(b) to the
                    Registrant's Annual Report on Form 10-K for the year ended December
                    31, 1993 and incorporated herein by reference.                                   *
  
         4.3        Certificate of Vote of Directors adopted July 26, 1990, electing to
                    have certain Massachusetts legislation concerning the classification
                    of boards of directors apply to the Registrant.  Filed as Exhibit
                    4.1(d) to the Registrant's Quarterly Report on Form 10-Q for the
                    quarter ended June 30, 1990 and incorporated herein by reference.                *
  
         4.4        By-Laws as amended through October 24, 1994.  Filed as Exhibit 3.1 to
                    the Registrant's Quarterly Report on Form 10-Q for the quarter ended
                    September 30, 1994, and incorporated herein by reference.
  
         4.5        Specimen Common Stock Certificate.  Filed on August 6, 1992 as
                    Exhibit 4.5 to Registration Statement on Form S-3 No. 33-50558, and
                    incorporated herein by reference.                                                *
  
         4.6        Rights Agreement between the Registrant and The First National Bank
                    of Boston, as Rights Agent, dated December 23, 1988.  Filed as
                    Exhibit 1 to the Registration Statement on Form 8-A dated December
                    29, 1988, and incorporated herein by reference.                                  *
  
         5.1        Opinion of Palmer & Dodge.  Filed herewith.                                      9
  
        23.1        Consent of KPMG Peat Marwick LLP.  Filed herewith                               10
  
        23.2        Consent of Palmer & Dodge (contained in Opinion of Palmer & Dodge
                    filed as Exhibit 5.1.)                                                           9
  
        24.1        Power of Attorney.  Included on the Signature Page to this
                    Registration Statement                                                           6
  *Incorporated by reference
  Page 8 of 10