content: <PAGE>   1
      As filed with the Securities and Exchange Commission on December 30, 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
                            1996 LONG-TERM INCENTIVE PLAN
                              (Full title of the plan)
  
                              ------------------------
  
     GARY A. SPIESS, ESQ.                        JANICE B. LIVA, ESQ.
   General Counsel and Clerk         Assistant General Counsel 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         Amount of
     Title of Securities            to be         Offering Price Per   Aggregate Offering    Registration Fee
      to be Registered           Registered            Unit (1)             Price (1)               (1)
  -----------------------------------------------------------------------------------------------------------
  <S>                         <C>                      <C>                <C>                  <C>
  Common Stock, par value     
  $1.50 per share (2)         8,000,000 shares         $66.0625           $528,500,000         $160,151.52
  ===========================================================================================================
  
  <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 December 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 December 23,
  1996, Mr. Spiess had a direct or indirect interest in 31,191 shares of Common
  Stock and had options to purchase an additional 60,083 shares, of which options
  to purchase 51,287 shares will be exercisable within 60 days after 
  December 23, 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
  30th day of December, 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 Director              December 30, 1996
  ----------------------------------          (Chief Executive Officer)           
     (Charles K. Gifford)           
  
  
  /s/ WILLIAM M. CROZIER, JR.*                Chairman of the Board of Directors                December 30, 1996
  ----------------------------------          and Director                      
     (William M. Crozier, Jr.)      
  
  
  /s/ HENRIQUE D. MEIRELLES*                  President and Chief Operating                     December 30, 1996
  ----------------------------------          Officer and Director         
     (Henrique D. Meirelles)        
  
                                              
    /s/ WILLIAM J. SHEA*                      Vice Chairman, Chief Financial                    December 30, 1996
  ----------------------------------          Officer and Treasurer (Chief   
       (William J. Shea)                      Financial Officer)             
  
  
  /s/ ROBERT T. JEFFERSON*                    Comptroller (Chief Accounting                     December 30, 1996
  ----------------------------------          Officer)                     
     (Robert T. Jefferson)          
  </TABLE>
  
  
  
                                       - 6 -
  <PAGE>   7
  
  
  
  
  
               SIGNATURE                      TITLE                   DATE
               ---------                      -----                   ----
  
  /s/ WAYNE A. BUDD*                         Director           December 30, 1996
  ----------------------------------
     (Wayne A. Budd)                         
  
  /s/ JOHN A. CERVIERI JR.*                  Director           December 30, 1996
  ----------------------------------
     (John A. Cervieri Jr.)                  
  
  /s/ WILLIAM F. CONNELL*                    Director           December 30, 1996
  ----------------------------------
     (William F. Connell)                    
  
  /s/ GARY L. COUNTRYMAN*                    Director           December 30, 1996
  ----------------------------------
     (Gary L. Countryman)                    
  
  /s/ ALICE F. EMERSON*                      Director           December 30, 1996
  ----------------------------------
     (Alice F. Emerson)                      
  
  /s/ THOMAS J. MAY*                         Director           December 30, 1996
  ----------------------------------
     (Thomas J. May)                         
  
                                             Director           December   , 1996
  ----------------------------------
     (Donald F. McHenry)                
  
  /s/ PAUL C. O'BRIEN*                       Director           December 30, 1996
  ----------------------------------
     (Paul C. O'Brien)                       
  
  /s/ THOMAS R. PIPER*                       Director           December 30, 1996
  ----------------------------------
     (Thomas R. Piper)                       
  
  /s/ JOHN W. ROWE*                          Director           December 30, 1996
  ----------------------------------
     (John W. Rowe)                          
  
  /s/ RICHARD A. SMITH*                      Director           December 30, 1996
  ----------------------------------
     (Richard A. Smith)                      
  
  /s/ GLEN P. STREHLE*                       Director           December 30, 1996
  ----------------------------------
     (Glen P. Strehle)                       
  
                                             Director           December   , 1996
  ----------------------------------
     (William C. Van Faasen)               
  
  /s/ THOMAS B. WHEELER*                     Director           December 30, 1996
  ----------------------------------
     (Thomas B. Wheeler)                     
  
                                             Director           December   , 1996
  ----------------------------------
     (Alfred M. Zeien)                   
  
  *By: /s/ GARY A. SPIESS
       ----------------------------------
       (Gary A. Spiess, Attorney-in-Fact)
  
  
  
                                       - 7 -
  
  <PAGE>   8
  
                                   EXHIBIT INDEX
                                   -------------
  
  Exhibits                          Description
  --------                          -----------
  
    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.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "BANK OF BOSTON 1996 LONG-TERM INCENTIVE PLAN", "secsgml_size_bytes": 18816}]
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": "333-18999", "film-number": "96688329"}, "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 December 30, 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
                            1996 LONG-TERM INCENTIVE PLAN
                              (Full title of the plan)
  
                              ------------------------
  
     GARY A. SPIESS, ESQ.                        JANICE B. LIVA, ESQ.
   General Counsel and Clerk         Assistant General Counsel 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         Amount of
     Title of Securities            to be         Offering Price Per   Aggregate Offering    Registration Fee
      to be Registered           Registered            Unit (1)             Price (1)               (1)
  -----------------------------------------------------------------------------------------------------------
  Common Stock, par value     
  $1.50 per share (2)         8,000,000 shares         $66.0625           $528,500,000         $160,151.52
  ===========================================================================================================
  (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 December 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 December 23,
  1996, Mr. Spiess had a direct or indirect interest in 31,191 shares of Common
  Stock and had options to purchase an additional 60,083 shares, of which options
  to purchase 51,287 shares will be exercisable within 60 days after 
  December 23, 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
  30th day of December, 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 Director              December 30, 1996
  ----------------------------------          (Chief Executive Officer)           
     (Charles K. Gifford)           
  
  /s/ WILLIAM M. CROZIER, JR.*                Chairman of the Board of Directors                December 30, 1996
  ----------------------------------          and Director                      
     (William M. Crozier, Jr.)      
  
  /s/ HENRIQUE D. MEIRELLES*                  President and Chief Operating                     December 30, 1996
  ----------------------------------          Officer and Director         
     (Henrique D. Meirelles)        
  
                                              
    /s/ WILLIAM J. SHEA*                      Vice Chairman, Chief Financial                    December 30, 1996
  ----------------------------------          Officer and Treasurer (Chief   
       (William J. Shea)                      Financial Officer)             
  
  /s/ ROBERT T. JEFFERSON*                    Comptroller (Chief Accounting                     December 30, 1996
  ----------------------------------          Officer)                     
     (Robert T. Jefferson)
  - 6 -
  7
  
               SIGNATURE                      TITLE                   DATE
               ---------                      -----                   ----
  
  /s/ WAYNE A. BUDD*                         Director           December 30, 1996
  ----------------------------------
     (Wayne A. Budd)                         
  
  /s/ JOHN A. CERVIERI JR.*                  Director           December 30, 1996
  ----------------------------------
     (John A. Cervieri Jr.)                  
  
  /s/ WILLIAM F. CONNELL*                    Director           December 30, 1996
  ----------------------------------
     (William F. Connell)                    
  
  /s/ GARY L. COUNTRYMAN*                    Director           December 30, 1996
  ----------------------------------
     (Gary L. Countryman)                    
  
  /s/ ALICE F. EMERSON*                      Director           December 30, 1996
  ----------------------------------
     (Alice F. Emerson)                      
  
  /s/ THOMAS J. MAY*                         Director           December 30, 1996
  ----------------------------------
     (Thomas J. May)                         
  
                                             Director           December   , 1996
  ----------------------------------
     (Donald F. McHenry)                
  
  /s/ PAUL C. O'BRIEN*                       Director           December 30, 1996
  ----------------------------------
     (Paul C. O'Brien)                       
  
  /s/ THOMAS R. PIPER*                       Director           December 30, 1996
  ----------------------------------
     (Thomas R. Piper)                       
  
  /s/ JOHN W. ROWE*                          Director           December 30, 1996
  ----------------------------------
     (John W. Rowe)                          
  
  /s/ RICHARD A. SMITH*                      Director           December 30, 1996
  ----------------------------------
     (Richard A. Smith)                      
  
  /s/ GLEN P. STREHLE*                       Director           December 30, 1996
  ----------------------------------
     (Glen P. Strehle)                       
  
                                             Director           December   , 1996
  ----------------------------------
     (William C. Van Faasen)               
  
  /s/ THOMAS B. WHEELER*                     Director           December 30, 1996
  ----------------------------------
     (Thomas B. Wheeler)                     
  
                                             Director           December   , 1996
  ----------------------------------
     (Alfred M. Zeien)                   
  
  *By: /s/ GARY A. SPIESS
       ----------------------------------
       (Gary A. Spiess, Attorney-in-Fact)
  
                                       - 7 -
  8
  
                                   EXHIBIT INDEX
                                   -------------
  
  Exhibits                          Description
  --------                          -----------
  
    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.