content: <PAGE>   1
  
  
  
  
       As filed with the Securities and Exchange Commission on July 11, 1994
  
                                                     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)
  
                                         
                            1994 RESTRICTED STOCK PLAN
                             (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
  
  <TABLE>
  <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    500,000 shares             $60.375           $30,187,500           $10,410
  
  <FN>
  (1)      Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and based upon the average of
           the high and low sales prices of the Common Stock as reported by the Nasdaq National Market System on July 5, 1994.
  
  </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, 1993;
  
          (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, 1993; 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
  
  
  
  
                                   Page 2 of 10
  <PAGE>   3
          Registrant, or who serves at the Registrant's request as a director or
  officer of another organization or 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, on this
  30th day of June, 1994.
  
                                          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:
  
  <TABLE>
  
  SIGNATURE                      TITLE                                        DATE
  <S>                            <C>                                          <C>
  /s/ William M. Crozier, Jr.    Chairman of the Board,
  - ---------------------------    President and Director                       June 30, 1994
  William M. Crozier, Jr.        (Principal Executive Officer)
  
  
  /s/ Michael W. Vasily          Executive Vice President                     June 30, 1994
  - ---------------------------    (Principal Financial Officer)
  Michael W. Vasily            
  
  
  /s/ Joan E. Tonra              Senior Vice President and                    June 30, 1994
  - ---------------------------    Controller
  Joan E. Tonra                  (Principal Accounting Officer)
  
  
  /s/ John J. Arena              Vice Chairman of the Board and               June 30, 1994
  - ---------------------------    Director
  John J. Arena    
  
  
  /s/ Donald L. Isaacs           Vice Chairman of the Board and               June 30, 1994
  - ---------------------------    Director
  Donald L. Isaacs             
  
  
  
  </TABLE>
  
  
                                   Page 6 of 10
  <PAGE>   7
  
  <TABLE>
  SIGNATURE                    TITLE                                 DATE
  
  <S>                          <C>                                   <C>
  
  /s/ Richard F. Pollard       Vice Chairman of the Board            June 30, 1994
  - ------------------------     and Director
  Richard F. Pollard           
  
  
  /s/ John A. Cervieri, Jr.    Director                              June 30, 1994
  - ------------------------     
  John A. Cervieri Jr.
  
  
  /s/ Robert L. Gable          Director                              June 30, 1994
  - ------------------------     
  Robert L. Gable
  
  
  /s/ Samuel J. Gerson         Director                              June 30, 1994
  - ------------------------     
  Samuel J. Gerson
  
  
  /s/ Norman E. MacNeil        Director                              June 30, 1994
  - ------------------------     
  Norman E. MacNeil
  
  
  /s/ Arlene A. McNamee        Director                              June 30, 1994
  - ------------------------     
  Arlene A. McNamee
  
  
  /s/ Thomas R. Piper          Director                              June 30, 1994
  - ------------------------     
  Thomas R. Piper
  
  
  /s/ Glenn P. Strehle         Director                              June 30, 1994
  - ------------------------     
  Glenn P. Strehle
  
  
  /s/ Joseph H. Torras         Director                              June 30, 1994
  - ------------------------     
  Joseph H. Torras
  
  
  
  </TABLE>
  
  
  
                                   Page 7 of 10
  <PAGE>   8
  
  <TABLE>
                                  EXHIBIT INDEX
  
  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 August 24, 1989.  Filed as Exhibit 4 to
          the Registrant's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1989, and incorporated herein by reference.                        *
  
   4.5    1994 Restricted Stock Plan.  Filed as Exhibit 10.7 to the
          Registrant's Annual Report on Form 10-K for the year ended December
          31, 1993 and incorporated herein by reference.                                   *
  
   4.6    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.                                                *
  
   4.7    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.  Filed herewith                                   10
  
  23.2    Consent of Palmer & Dodge (contained in Opinion of Palmer & Dodge
          filed as Exhibit 5.1.)                                                          __
  
  24.1    Power of Attorney.  Included on the Signature Page to this
          Registration Statement                                                          __
  
  </TABLE>
  
  *Incorporated by reference
  
  
  
                                   Page 8 of 10
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "BAYBANKS, INC. FORM S-8", "secsgml_size_bytes": 21651}]
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": "033-54509", "film-number": "94538412"}, "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 11, 1994
  
                                                     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)
  
                                         
                            1994 RESTRICTED STOCK PLAN
                             (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    500,000 shares             $60.375           $30,187,500           $10,410
  (1)      Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and based upon the average of
           the high and low sales prices of the Common Stock as reported by the Nasdaq National Market System on July 5, 1994.
  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, 1993;
  
          (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, 1993; 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
  
                                   Page 2 of 10
  3
          Registrant, or who serves at the Registrant's request as a director or
  officer of another organization or 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, on this
  30th day of June, 1994.
  
                                          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
  /s/ William M. Crozier, Jr.    Chairman of the Board,
  - ---------------------------    President and Director                       June 30, 1994
  William M. Crozier, Jr.        (Principal Executive Officer)
  
  /s/ Michael W. Vasily          Executive Vice President                     June 30, 1994
  - ---------------------------    (Principal Financial Officer)
  Michael W. Vasily            
  
  /s/ Joan E. Tonra              Senior Vice President and                    June 30, 1994
  - ---------------------------    Controller
  Joan E. Tonra                  (Principal Accounting Officer)
  
  /s/ John J. Arena              Vice Chairman of the Board and               June 30, 1994
  - ---------------------------    Director
  John J. Arena    
  
  /s/ Donald L. Isaacs           Vice Chairman of the Board and               June 30, 1994
  - ---------------------------    Director
  Donald L. Isaacs
  Page 6 of 10
  7
  
  SIGNATURE                    TITLE                                 DATE
  /s/ Richard F. Pollard       Vice Chairman of the Board            June 30, 1994
  - ------------------------     and Director
  Richard F. Pollard           
  
  /s/ John A. Cervieri, Jr.    Director                              June 30, 1994
  - ------------------------     
  John A. Cervieri Jr.
  
  /s/ Robert L. Gable          Director                              June 30, 1994
  - ------------------------     
  Robert L. Gable
  
  /s/ Samuel J. Gerson         Director                              June 30, 1994
  - ------------------------     
  Samuel J. Gerson
  
  /s/ Norman E. MacNeil        Director                              June 30, 1994
  - ------------------------     
  Norman E. MacNeil
  
  /s/ Arlene A. McNamee        Director                              June 30, 1994
  - ------------------------     
  Arlene A. McNamee
  
  /s/ Thomas R. Piper          Director                              June 30, 1994
  - ------------------------     
  Thomas R. Piper
  
  /s/ Glenn P. Strehle         Director                              June 30, 1994
  - ------------------------     
  Glenn P. Strehle
  
  /s/ Joseph H. Torras         Director                              June 30, 1994
  - ------------------------     
  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 August 24, 1989.  Filed as Exhibit 4 to
          the Registrant's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1989, and incorporated herein by reference.                        *
  
   4.5    1994 Restricted Stock Plan.  Filed as Exhibit 10.7 to the
          Registrant's Annual Report on Form 10-K for the year ended December
          31, 1993 and incorporated herein by reference.                                   *
  
   4.6    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.                                                *
  
   4.7    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.  Filed herewith                                   10
  
  23.2    Consent of Palmer & Dodge (contained in Opinion of Palmer & Dodge
          filed as Exhibit 5.1.)                                                          __
  
  24.1    Power of Attorney.  Included on the Signature Page to this
          Registration Statement                                                          __
  *Incorporated by reference
  
                                   Page 8 of 10