content: <PAGE>   1
    As filed with the Securities and Exchange Commission on September 27, 1996
                                                      Registration No. 333-_______
  - --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                             ---------------------------
  
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             BANK OF BOSTON CORPORATION
               (Exact name of registrant as specified in its charter)
  
                             ---------------------------
  
           MASSACHUSETTS                                           04-2471221
  (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)
  
                             BANK OF BOSTON CORPORATION
                            SHARED OPPORTUNITIES PROGRAM
                              (Full title of the plan)
  
                             ---------------------------
  
                                                          JANICE B. LIVA, ESQ.
         GARY A. SPIESS, ESQ.                         Assistant General Counsel
       General Counsel and Clerk                          and Assistant Clerk
      BANK OF BOSTON CORPORATION                       BANK OF BOSTON 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)
  
                             ---------------------------
  <TABLE>
                                        CALCULATION OF REGISTRATION FEE
  ================================================================================================================
  <CAPTION>
                                   Amount          Proposed Maximum      Proposed Maximum
     Title of Securities           to be          Offering Price Per    Aggregate Offering        Amount of   
     to be Registered            Registered            Unit (1)              Price (1)        Registration Fee (1)           
  - -----------------------------------------------------------------------------------------------------------------
  <S>                         <C>                        <C>                  <C>                   <C>
  Common Stock, par value     2,750,000 shares           $55.50               $152,625,000          $52,629.31
  $1.50 per share (2)
  ================================================================================================================
  <FN>
  
  (1)  Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) based on the 
       average of the high and low prices of the Common Stock on September 24, 1996, as reported on the consolidated 
       reporting system.
  
  (2)  Includes Preferred Stock Purchase Rights. Prior to the occurrence of certain events, the Rights will not be 
       exercisable or evidenced separately from the Common Stock.
  </TABLE>
  
  <PAGE>   2
  
                                     PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
  
          Bank of Boston Corporation (the "Corporation") hereby incorporates by
  reference into this registration statement the following documents and
  information heretofore filed with the Securities and Exchange Commission (the
  "Commission"):
  
          a.   The Corporation's latest annual report filed pursuant to Section
               13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
               (the "Exchange Act");
  
          b.   All other reports filed by the Corporation pursuant to Section
               13(a) or 15(d) of the Exchange Act since the end of the fiscal year
               covered by the annual report referred to in (a) above;
  
          c.   The description of the Corporation's common stock (the "Common
               Stock") contained in the Corporation's registration statement filed
               under Section 12 of the Exchange Act, including any amendment or
               report filed for the purpose of updating such description; and
  
          d.   The description of the Corporation's Preferred Stock Purchase
               Rights contained in the Corporation's registration statement on
               Form 8-A dated July 2, 1990, including any amendment or report
               filed for the purpose of updating such description.
  
          All documents subsequently filed by the Corporation 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 securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference herein and to be a part hereof from the date of
  filing of such documents.
  
  Item 4. Description of Securities.
  
          Not applicable.
  
  Item 5. Interests of Named Experts and Counsel.
  
          The validity of the shares of Common Stock offered herein has been
  passed upon for the Corporation by Gary A. Spiess, General Counsel of the
  Corporation, 100 Federal Street, Boston, Massachusetts 02110. Mr. Spiess is also
  an officer of certain other subsidiaries of the Corporation. As of September 16,
  1996, Mr. Spiess had a direct or indirect interest in 31,729 shares of Common
  Stock and had options to purchase an additional 60,083 shares, of which options
  to purchase 42,116 shares will be exercisable within 60 days after September 16,
  1996. 
  
                                       -2-
  <PAGE>   3
  
  Item 6. Indemnification of Directors and Officers.
  
          Section 67 of Chapter 156B of the Massachusetts General Laws authorizes
  a corporation to indemnify any director, officer, employee or other agent of the
  corporation to whatever extent specified in or authorized by (a) the articles of
  organization, (b) a by-law adopted by the stockholders or (c) a vote adopted by
  the holders of a majority of the shares of stock entitled to vote on the
  election of directors.
  
          The Corporation's By-Laws provide indemnity to the Corporation's
  directors and officers in such capacity or as directors or officers of a
  wholly-owned subsidiary of the Corporation for liability resulting from
  judgments, fines, expenses or settlement amounts incurred in connection with any
  action, including an action by or in the right of the Corporation, brought
  against such person in such capacity. Under Massachusetts law and the By-Laws,
  no indemnification may be provided for any person with respect to any matter as
  to which he or she shall have been adjudicated in any proceeding not to have
  acted in good faith in the reasonable belief that his or her action was in the
  best interest of the Corporation or of such subsidiary. The By-Laws also provide
  that, with respect to any matter disposed of by a compromise payment by such
  director or officer pursuant to a consent decree or otherwise, no
  indemnification shall be provided unless such indemnification shall be ordered
  by a court or such compromise shall be approved as being in the best interest of
  the Corporation, after notice that it involves such indemnification: (a) by a
  disinterested majority of the directors then in office, (b) by a majority of the
  disinterested directors then in office, provided that there has been obtained an
  opinion in writing of independent counsel to the effect that such person appears
  to have acted in good faith in the reasonable belief that his or her action was
  in the best interests of the Corporation or (c) by the holders of a majority of
  the outstanding stock at the time entitled to vote for directors, exclusive of
  any stock owned by any interested director or officer. Under Massachusetts law,
  a court may uphold indemnification in connection with a suit in which there is a
  recovery by or in the right of the corporation.
  
          The By-Laws also provide for indemnification for all other directors and
  officers of the Corporation's wholly-owned subsidiaries to the extent authorized
  by the Board of Directors in each individual case, based on the same statutory
  standard set forth in the preceding paragraph. Where such a person is wholly
  successful in defending the claim, he or she shall be entitled to
  indemnification. Directors and officers of other subsidiaries and employees and
  agents of the Corporation and any subsidiaries may be indemnified as determined
  by the Board from time to time.
  
          In addition, as permitted by Section 67 of Chapter 156B of the
  Massachusetts General Laws, the Corporation maintains liability insurance
  covering directors and officers of the Corporation and its subsidiaries.
  
  Item 7. Exemption from Registration Claimed.
  
          Not applicable.
  
                                       -3-
  <PAGE>   4
  
  Item 8. Exhibits.
  
          5     Opinion of Gary A. Spiess, Esq., as to the validity of the shares
                of Common Stock offered herein.
  
          23(a) Consent of Gary A. Spiess, Esq. (included in Exhibit 5).
  
          23(b) Consent of Coopers & Lybrand L.L.P.
  
          23(c) Consent of KPMG Peat Marwick LLP.
  
          24    Power of Attorney of certain officers and directors.
  
  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 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;
  
          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, as amended (the "Securities 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 Corporation hereby undertakes that, for purposes of determining any
  liability under the Securities 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 Savings 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.
  
                                       -4-
  <PAGE>   5
  
  
          Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  Corporation pursuant to the provisions described in Item 6, or otherwise, the
  Corporation has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Corporation of expenses
  incurred or paid by a director, officer or controlling person of the Corporation
  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 Corporation 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 Securities Act and will be governed by
  the final adjudication of such issue.
  
                                       -5-
  
  <PAGE>   6
  
                                     SIGNATURES
  
          Pursuant to the requirements of the Securities Act of 1933, the
  Corporation 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 the 
  27th day of September, 1996.
  
  
                                            BANK OF BOSTON CORPORATION
  
  
                                            By  /s/ GARY A. SPIESS
                                               --------------------------
                                                   (Gary A. Spiess)
                                               (General Counsel and Clerk)
  
  
  <TABLE>
          Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  <CAPTION>
  
          SIGNATURE                              TITLE                               DATE
          ---------                              -----                               ----
  <S>                                <C>                                       <C>
                                     
  /s/ CHARLES K. GIFFORD*            Chief Executive Officer and               September 27, 1996                            
  - -----------------------------      Director (Chief Executive Officer)        
     (Charles K. Gifford)                                                      
                                                                               
                                                                               
  /s/ WILLIAM M. CROZIER, JR.*       Chairman of the Board of Directors        September 27, 1996
  - -----------------------------      and Director                                                
     (William M. Crozier, Jr.)                                                 
                                                                               
                                                                               
  /s/ HENRIQUE D. MEIRELLES*         President and Chief Operating             September 27, 1996
  - -----------------------------      Officer and Director                                                        
     (Henrique D. Meirelles)                                                   
                                                                               
                                                                               
                                                                               
    /s/ WILLIAM J. SHEA*             Vice Chairman, Chief Financial            September 27, 1996     
  - -----------------------------      Officer and Treasurer (Chief              
       (William J. Shea)             Financial Officer)                        
                                                                               
                                                                               
  /s/ ROBERT T. JEFFERSON*           Comptroller (Chief Accounting             September 27, 1996
  - -----------------------------      Officer)                                                 
     (Robert T. Jefferson)                                                     
  
  </TABLE>
  
                                       -6-
  <PAGE>   7
  
  <TABLE>
          SIGNATURE                              TITLE                              DATE
          ---------                              -----                              ----
      <S>                                       <C>                           <C>
       /s/ WAYNE A. BUDD*
      ---------------------------               Director                      September 27, 1996
           (Wayne A. Budd)                                                   
  
       /s/ JOHN A. CERVIERI JR.*
      ---------------------------               Director                      September 27, 1996
        (John A. Cervieri Jr.)                                               
  
       /s/ WILLIAM F. CONNELL*
      ---------------------------               Director                      September 27, 1996
         (William F. Connell)                                                
  
       /s/ GARY L. COUNTRYMAN*
      ---------------------------               Director                      September 27, 1996
         (Gary L. Countryman)                                                
  
       /s/ ALICE F. EMERSON*   
      ---------------------------               Director                      September 27, 1996
          (Alice F. Emerson)                                                 
  
       /s/ THOMAS J. MAY*
      ---------------------------               Director                      September 27, 1996
           (Thomas J. May)                                                   
  
       /s/ DONALD F. MCHENRY*  
      ---------------------------               Director                      September 27, 1996
         (Donald F. McHenry)
  
       /s/ PAUL C. O'BRIEN*
      ---------------------------               Director                      September 27, 1996
          (Paul C. O'Brien)                                                  
  
       /s/ THOMAS R. PIPER*
      ---------------------------               Director                      September 27, 1996
          (Thomas R. Piper)                                                   
  
       /s/ JOHN W. ROWE*
      ---------------------------               Director                      September 27, 1996
            (John W. Rowe)                                                   
  
       /s/ RICHARD A. SMITH*
      ---------------------------               Director                      September 27, 1996
          (Richard A. Smith)                                                 
  
       /s/ GLEN P. STREHLE*
      ---------------------------               Director                      September 27, 1996
          (Glen P. Strehle)                                                  
  
       /s/ WILLIAM C. VAN FAASEN*
      ---------------------------               Director                      September 27, 1996
       (William C. Van Faasen)                                               
  
       /s/ THOMAS B. WHEELER*
      ---------------------------               Director                      September 27, 1996
         (Thomas B. Wheeler)                                                 
  
       /s/ ALFRED M. ZEIEN*
      ---------------------------               Director                      September 27, 1996
          (Alfred M. Zeien)                                                  
                                                                             
                                                                             
  *By: /s/ GARY A. SPIESS
       -----------------------------------
       (Gary A. Spiess, Attorney-in-Fact)
  
  </TABLE>
  
                                       -7-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "BANK OF BOSTON REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 19569}]
metadata_filer: {"company-data": {"conformed-name": "BANK OF BOSTON CORP", "cik": "0000036672", "assigned-sic": "6021", "irs-number": "042471221", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12851", "film-number": "96635777"}, "business-address": {"street1": "100 FEDERAL ST", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "6174342200"}, "former-company": {"former-conformed-name": "FIRST NATIONAL BOSTON CORP", "date-changed": "19830414"}}
text: 1
    As filed with the Securities and Exchange Commission on September 27, 1996
                                                      Registration No. 333-_______
  - --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                             ---------------------------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             BANK OF BOSTON CORPORATION
               (Exact name of registrant as specified in its charter)
  
                             ---------------------------
  
           MASSACHUSETTS                                           04-2471221
  (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)
  
                             BANK OF BOSTON CORPORATION
                            SHARED OPPORTUNITIES PROGRAM
                              (Full title of the plan)
  
                             ---------------------------
  
                                                          JANICE B. LIVA, ESQ.
         GARY A. SPIESS, ESQ.                         Assistant General Counsel
       General Counsel and Clerk                          and Assistant Clerk
      BANK OF BOSTON CORPORATION                       BANK OF BOSTON 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
  ================================================================================================================
  Amount          Proposed Maximum      Proposed Maximum
     Title of Securities           to be          Offering Price Per    Aggregate Offering        Amount of   
     to be Registered            Registered            Unit (1)              Price (1)        Registration Fee (1)           
  - -----------------------------------------------------------------------------------------------------------------
  Common Stock, par value     2,750,000 shares           $55.50               $152,625,000          $52,629.31
  $1.50 per share (2)
  ================================================================================================================
  (1)  Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) based on the 
       average of the high and low prices of the Common Stock on September 24, 1996, as reported on the consolidated 
       reporting system.
  
  (2)  Includes Preferred Stock Purchase Rights. Prior to the occurrence of certain events, the Rights will not be 
       exercisable or evidenced separately from the Common Stock.
  2
  
                                     PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
  
          Bank of Boston Corporation (the "Corporation") hereby incorporates by
  reference into this registration statement the following documents and
  information heretofore filed with the Securities and Exchange Commission (the
  "Commission"):
  
          a.   The Corporation's latest annual report filed pursuant to Section
               13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
               (the "Exchange Act");
  
          b.   All other reports filed by the Corporation pursuant to Section
               13(a) or 15(d) of the Exchange Act since the end of the fiscal year
               covered by the annual report referred to in (a) above;
  
          c.   The description of the Corporation's common stock (the "Common
               Stock") contained in the Corporation's registration statement filed
               under Section 12 of the Exchange Act, including any amendment or
               report filed for the purpose of updating such description; and
  
          d.   The description of the Corporation's Preferred Stock Purchase
               Rights contained in the Corporation's registration statement on
               Form 8-A dated July 2, 1990, including any amendment or report
               filed for the purpose of updating such description.
  
          All documents subsequently filed by the Corporation 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 securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference herein and to be a part hereof from the date of
  filing of such documents.
  
  Item 4. Description of Securities.
  
          Not applicable.
  
  Item 5. Interests of Named Experts and Counsel.
  
          The validity of the shares of Common Stock offered herein has been
  passed upon for the Corporation by Gary A. Spiess, General Counsel of the
  Corporation, 100 Federal Street, Boston, Massachusetts 02110. Mr. Spiess is also
  an officer of certain other subsidiaries of the Corporation. As of September 16,
  1996, Mr. Spiess had a direct or indirect interest in 31,729 shares of Common
  Stock and had options to purchase an additional 60,083 shares, of which options
  to purchase 42,116 shares will be exercisable within 60 days after September 16,
  1996. 
  
                                       -2-
  3
  
  Item 6. Indemnification of Directors and Officers.
  
          Section 67 of Chapter 156B of the Massachusetts General Laws authorizes
  a corporation to indemnify any director, officer, employee or other agent of the
  corporation to whatever extent specified in or authorized by (a) the articles of
  organization, (b) a by-law adopted by the stockholders or (c) a vote adopted by
  the holders of a majority of the shares of stock entitled to vote on the
  election of directors.
  
          The Corporation's By-Laws provide indemnity to the Corporation's
  directors and officers in such capacity or as directors or officers of a
  wholly-owned subsidiary of the Corporation for liability resulting from
  judgments, fines, expenses or settlement amounts incurred in connection with any
  action, including an action by or in the right of the Corporation, brought
  against such person in such capacity. Under Massachusetts law and the By-Laws,
  no indemnification may be provided for any person with respect to any matter as
  to which he or she shall have been adjudicated in any proceeding not to have
  acted in good faith in the reasonable belief that his or her action was in the
  best interest of the Corporation or of such subsidiary. The By-Laws also provide
  that, with respect to any matter disposed of by a compromise payment by such
  director or officer pursuant to a consent decree or otherwise, no
  indemnification shall be provided unless such indemnification shall be ordered
  by a court or such compromise shall be approved as being in the best interest of
  the Corporation, after notice that it involves such indemnification: (a) by a
  disinterested majority of the directors then in office, (b) by a majority of the
  disinterested directors then in office, provided that there has been obtained an
  opinion in writing of independent counsel to the effect that such person appears
  to have acted in good faith in the reasonable belief that his or her action was
  in the best interests of the Corporation or (c) by the holders of a majority of
  the outstanding stock at the time entitled to vote for directors, exclusive of
  any stock owned by any interested director or officer. Under Massachusetts law,
  a court may uphold indemnification in connection with a suit in which there is a
  recovery by or in the right of the corporation.
  
          The By-Laws also provide for indemnification for all other directors and
  officers of the Corporation's wholly-owned subsidiaries to the extent authorized
  by the Board of Directors in each individual case, based on the same statutory
  standard set forth in the preceding paragraph. Where such a person is wholly
  successful in defending the claim, he or she shall be entitled to
  indemnification. Directors and officers of other subsidiaries and employees and
  agents of the Corporation and any subsidiaries may be indemnified as determined
  by the Board from time to time.
  
          In addition, as permitted by Section 67 of Chapter 156B of the
  Massachusetts General Laws, the Corporation maintains liability insurance
  covering directors and officers of the Corporation and its subsidiaries.
  
  Item 7. Exemption from Registration Claimed.
  
          Not applicable.
  
                                       -3-
  4
  
  Item 8. Exhibits.
  
          5     Opinion of Gary A. Spiess, Esq., as to the validity of the shares
                of Common Stock offered herein.
  
          23(a) Consent of Gary A. Spiess, Esq. (included in Exhibit 5).
  
          23(b) Consent of Coopers & Lybrand L.L.P.
  
          23(c) Consent of KPMG Peat Marwick LLP.
  
          24    Power of Attorney of certain officers and directors.
  
  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 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;
  
          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, as amended (the "Securities 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 Corporation hereby undertakes that, for purposes of determining any
  liability under the Securities 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 Savings 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.
  
                                       -4-
  5
  
          Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  Corporation pursuant to the provisions described in Item 6, or otherwise, the
  Corporation has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Corporation of expenses
  incurred or paid by a director, officer or controlling person of the Corporation
  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 Corporation 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 Securities Act and will be governed by
  the final adjudication of such issue.
  
                                       -5-
  6
  
                                     SIGNATURES
  
          Pursuant to the requirements of the Securities Act of 1933, the
  Corporation 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 the 
  27th day of September, 1996.
  
                                            BANK OF BOSTON CORPORATION
  
                                            By  /s/ GARY A. SPIESS
                                               --------------------------
                                                   (Gary A. Spiess)
                                               (General Counsel and Clerk)
  
          Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  SIGNATURE                              TITLE                               DATE
          ---------                              -----                               ----
  /s/ CHARLES K. GIFFORD*            Chief Executive Officer and               September 27, 1996                            
  - -----------------------------      Director (Chief Executive Officer)        
     (Charles K. Gifford)                                                      
                                                                               
                                                                               
  /s/ WILLIAM M. CROZIER, JR.*       Chairman of the Board of Directors        September 27, 1996
  - -----------------------------      and Director                                                
     (William M. Crozier, Jr.)                                                 
                                                                               
                                                                               
  /s/ HENRIQUE D. MEIRELLES*         President and Chief Operating             September 27, 1996
  - -----------------------------      Officer and Director                                                        
     (Henrique D. Meirelles)                                                   
                                                                               
                                                                               
                                                                               
    /s/ WILLIAM J. SHEA*             Vice Chairman, Chief Financial            September 27, 1996     
  - -----------------------------      Officer and Treasurer (Chief              
       (William J. Shea)             Financial Officer)                        
                                                                               
                                                                               
  /s/ ROBERT T. JEFFERSON*           Comptroller (Chief Accounting             September 27, 1996
  - -----------------------------      Officer)                                                 
     (Robert T. Jefferson)
  -6-
  7
  
          SIGNATURE                              TITLE                              DATE
          ---------                              -----                              ----
  /s/ WAYNE A. BUDD*
      ---------------------------               Director                      September 27, 1996
           (Wayne A. Budd)                                                   
  
       /s/ JOHN A. CERVIERI JR.*
      ---------------------------               Director                      September 27, 1996
        (John A. Cervieri Jr.)                                               
  
       /s/ WILLIAM F. CONNELL*
      ---------------------------               Director                      September 27, 1996
         (William F. Connell)                                                
  
       /s/ GARY L. COUNTRYMAN*
      ---------------------------               Director                      September 27, 1996
         (Gary L. Countryman)                                                
  
       /s/ ALICE F. EMERSON*   
      ---------------------------               Director                      September 27, 1996
          (Alice F. Emerson)                                                 
  
       /s/ THOMAS J. MAY*
      ---------------------------               Director                      September 27, 1996
           (Thomas J. May)                                                   
  
       /s/ DONALD F. MCHENRY*  
      ---------------------------               Director                      September 27, 1996
         (Donald F. McHenry)
  
       /s/ PAUL C. O'BRIEN*
      ---------------------------               Director                      September 27, 1996
          (Paul C. O'Brien)                                                  
  
       /s/ THOMAS R. PIPER*
      ---------------------------               Director                      September 27, 1996
          (Thomas R. Piper)                                                   
  
       /s/ JOHN W. ROWE*
      ---------------------------               Director                      September 27, 1996
            (John W. Rowe)                                                   
  
       /s/ RICHARD A. SMITH*
      ---------------------------               Director                      September 27, 1996
          (Richard A. Smith)                                                 
  
       /s/ GLEN P. STREHLE*
      ---------------------------               Director                      September 27, 1996
          (Glen P. Strehle)                                                  
  
       /s/ WILLIAM C. VAN FAASEN*
      ---------------------------               Director                      September 27, 1996
       (William C. Van Faasen)                                               
  
       /s/ THOMAS B. WHEELER*
      ---------------------------               Director                      September 27, 1996
         (Thomas B. Wheeler)                                                 
  
       /s/ ALFRED M. ZEIEN*
      ---------------------------               Director                      September 27, 1996
          (Alfred M. Zeien)                                                  
                                                                             
                                                                             
  *By: /s/ GARY A. SPIESS
       -----------------------------------
       (Gary A. Spiess, Attorney-in-Fact)
  -7-