content: <PAGE>   1
  
                                                                  File No. 33-
  
    As filed with the Securities and Exchange Commission on September 23, 1994
  
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
  
                                     FORM S-8
                              REGISTRATION STATEMENT
                                      Under
                            THE SECURITIES ACT OF 1933
  
                         STATE STREET BOSTON CORPORATION
              (Exact Name of Registrant as Specified in Its Charter)
  
             Massachusetts                                 04-2456637
    (State or other jurisdiction of           (I.R.S. Employer Identification No.)
    Incorporation or Organization)    
  
                 225 FRANKLIN STREET, BOSTON, MASSACHUSETTS 02110
                     (Address of Principal Executive Offices)
  
      WENDOVER FUNDING, INC. EMPLOYEES' SAVINGS PLUS AND PROFIT SHARING PLAN
                             (Full Title of the Plan)
  
                               --------------------
  
                                 ROBERT J. MALLEY
                    Senior Vice President and General Counsel
                         STATE STREET BOSTON CORPORATION
                               225 Franklin Street
                           Boston, Massachusetts 02110
                     (Name and Address of Agent for Service)
  
                                  (617) 654-3104
          (Telephone Number, Including Area Code, of Agent for Service)
  
                               --------------------
  
                                 with a copy to:
  
                               MARIAN A. TSE, ESQ.
                             Goodwin, Procter & Hoar
                                  Exchange Place
                              Boston, MA  02109-2881
                                  (617) 570-1000
  
                               --------------------
  
  ================================================================================
  
  <PAGE>   2
  
  <TABLE>
  
  ================================================================================
  
                         Calculation of Registration Fee
  
  - --------------------------------------------------------------------------------
  <CAPTION>
                                      Proposed       Proposed
                                      Maximum         Maximum
    Title of             Amount       Offering       Aggregate       Amount of
  Securities to          to be          Price        Offering        Registra-
  be Registered(1)   Registered(2)   Per Share(3)      Price         tion Fee
  - --------------------------------------------------------------------------------
  <S>                <C>             <C>             <C>             <C>
  Common Stock,
    $1.00 par value  100,000         $37.75          $3,775,000      $1,302
  </TABLE>
  
  (1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
       amended, this registration statement also covers an indeterminate amount of
       interests to be offered or sold pursuant to the Wendover Funding inc.
       Employees' Savings Plus and Profit Sharing Plan (the "Plan").
  
  (2)  Plus such additional number of shares as may be required pursuant to the
       plan in the event of a stock dividend, reverse stock split, split-up,
       recapitalization or other similar event.
  
  (3)  This estimate is made pursuant to Rule 457(c) and (h)(1) under the
       Securities Act of 1993, as amended, solely for purposes of determining the
       registration fee and is based upon the market value of outstanding shares
       of the Company's common stock on September 20, 1994, utilizing the average
       of the high and low sale prices reported on the NASDAQ National Market
       System on that date.
  
  ================================================================================
  
  
                                        2
  
  <PAGE>   3
  
                                     PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3. Incorporation of Certain Documents by Reference.
          ------------------------------------------------
  
          State Street Boston Corporation (the "Company") and the Plan hereby
  incorporate by reference the documents listed in (a) through (d) below, which
  have previously been filed with the Securities and Exchange Commission.
  
          (a)  The Company's Annual Report on Form 10-K filed under Exchange
               Act of 1934, as amended (the "Exchange Act"), for the fiscal year
               ended December 31, 1993;
  
          (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
               March 31, 1994;
  
          (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1994;
  
          (d)  The Company's Current Report on Form 8-K dated February 1, 1994;
  
          (e)  The description of the Company's Common Stock contained in its
               registration statement on Form 10 under the Exchange Act and any
               amendments or reports filed for the purpose of updating such
               description;
  
          (f)  The description of the Company's Preferred Share Purchase Rights
               included in the Company's effective registration statement on Form
               8-A filed with the Securities and Exchange Commission on September
               30, 1988 as amended by Amendment dated as of September 20, 1990
               filed with the Securities and Exchange Commission on Form 8 on
               October 19, 1990; and
  
          (g)  The Plan's Annual Report for the plan year ended December 31,
               1993, which is filed simultaneously herewith.
  
          In addition, all documents subsequently filed with the Securities and
  Exchange Commission by the Company pursuant to Sections 13(a) and 13(c),
  Section 14 and Section 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all securities offered hereunder
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated by reference in this registration statement and to
  be a part hereof from the date of filing of such documents.
  
  Item 4. Description of Securities.
          --------------------------
  
          Not Applicable.
  
  Item 5. Interests of Named Experts and Counsel.
          ---------------------------------------
  
          The validity of the shares to be offered hereby will be passed upon for
  the Company by Goodwin, Procter & Hoar.
  
  
                                        3
  
  <PAGE>   4
  
  Item 6. Indemnification of Directors and Officers.
          ------------------------------------------
  
          The Company is a Massachusetts corporation.  Reference is made to
  Chapter 156B, Section 13(b)(1 1/2) of the Massachusetts Business Corporation
  Law (the "MBCL"), which enables a corporation in its original articles of
  organization or an amendment thereto to eliminate or limit the personal
  liability of a director for monetary damages for violations of the director's
  fiduciary duty, except (i) for any breach of the director's duty of loyalty to
  the corporation or its stockholders, (ii) for acts or omissions not in good
  faith or which involve intentional misconduct or a knowing violation of law,
  (iii) pursuant to Sections 61 and 62 of the MBCL (providing for liability of
  directors for authorizing unauthorized distributions and for making loans to
  directors, officers and certain shareholders) or (iv) for any transaction from
  which a director derived an improper personal benefit.
  
          Reference also is made to Chapter 156B, Section 67 of the MBCL, which
  provides that a corporation may indemnify directors, officers, employees and
  other agents and persons who serve at its request as directors, officers,
  employees or other agents of another organization or who serve at its request
  in any capacity with respect to any employee benefit plan, to the extent
  specified or authorized by the articles of organization, a by-law adopted by
  the stockholders or a vote adopted by the holders of a majority of the shares
  of stock entitled to vote on the election of directors.  Such indemnification
  may include payment by the corporation of expenses incurred 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 shall be adjudicated to be not entitled to
  indemnification under Section 67 which undertaking may be accepted without
  reference to the financial ability of such person to make repayment.  Any such
  indemnification may be provided although the person to be indemnified is no
  longer an officer, director, employee or agent of the corporation or of such
  other organization or no longer serves with respect to any such employee
  benefit plan.  No indemnification shall be provided, however, for any person
  with respect to any matter as to which he shall have been adjudicated in any
  proceeding not to have acted in good faith in the reasonable belief that his
  action was in the best interest of the corporation or to the extent that such
  matter relates to service with respect to an employee benefit plan, in the best
  interests of the participants or beneficiaries of such employee benefit plan.
  
          The Restated Articles of Organization of the Company provide the
  following:
  
          The Corporation shall to the fullest extent legally permissible
  indemnify each person who is or was a director, officer, employee or other
  agent of the corporation and each person who is or was serving at the request
  of the corporation as a director, trustee, officer, employee or other agent of
  another corporation or of any partnership, joint venture, trust, employee
  benefit plan or other enterprise or organization against all liabilities, costs
  and expenses, including but not limited to amounts paid in satisfaction of
  judgments, in settlement or as fines and penalties, and counsel fees and
  disbursements, reasonably incurred by him in connection with the defense or
  disposition of or otherwise in connection with or resulting from any action,
  suit or other proceeding, whether civil, criminal, administrative or
  investigative, before any court or administrative or legislative or
  investigative body, in which he may be or may have been involved as a party or
  otherwise or with which he may be or may have been threatened, while in office
  or thereafter, by reason of his being or having been such a director, officer,
  employee, agent or trustee, or by reason of any action taken or not taken in
  any such capacity, except with respect to any matter as to which he shall have
  been finally adjudicated by a court of competent jurisdiction not to have acted
  in good faith in the reasonable belief that his action was in the best interest
  of the corporation (any person serving another organization in one or more of
  the indicated capacities at the request of the corporation who shall have been
  adjudicated in any proceeding not to have acted in good faith in the reasonable
  belief that his action was in the best interest of such other organization
  shall be deemed so to have acted in good faith with respect to the corporation)
  or to the extent that such matter related to service with respect to an
  employee benefit plan, in the best interest of the participants or beneficiaries
  of such employee benefit plan.  Expenses, including but not limited to counsel
  fees and disbursements, so incurred by any such person in defending any such
  action, suit or proceeding shall be paid from time to time by the corporation
  in advance of the final disposition of such action, suit or proceeding upon
  receipt of an undertaking 
  
  
                                        4
  
  <PAGE>   5
  
  by or on behalf of the person indemnified to repay the amounts so paid if it
  shall ultimately be determined that indemnification of such expenses is not
  authorized hereunder.
  
          If, in an action, suit or proceeding brought by or in the name of the
  corporation, a director of the corporation is held not liable for monetary
  damages, whether because that director is relieved of personal liability under
  the provisions of this Article Six of the Articles of Organization, or
  otherwise, that director shall be deemed to have met the standard of conduct
  set forth above and to be entitled to indemnification for expenses reasonably
  incurred in the defense of such action, suit or proceeding.
  
          As to any matter disposed of by settlement by any such person, pursuant
  to a consent decree or otherwise, no such indemnification either for the amount
  of such settlement or for any other expenses shall be provided unless such
  settlement shall be approved as in the best interests of the corportion after
  notice that it involves such indemnification, (a) by vote of a majority of the
  disinterested directors then in office (even though the disinterested directors
  be less than a quorum), or (b) by any disinterested person or persons to whom
  the question may be referred by vote of a majority of such disinterested
  directors, or (c) by vote of the holders of a majority of the outstanding stock
  at the time entitled to vote for directors, voting as a single class, exclusive
  of any stock owned by any interested person, or (d) by any disinterested person
  or persons to whom the question may be referred by vote of the holders of a
  majority of such stock.  No such approval shall prevent the recovery from any
  such officer, director, employee, agent or trustee of any amounts paid to him
  or on his behalf as indemnification in accordance with the preceding sentence
  if such person is subsequently adjudicated by a court of competent jurisdiction
  not to have acted in good faith in the reasonable belief that his action was in
  the best interests of the corporation.
  
          The right of indemnification hereby provided shall not be exclusive of
  or affect any other rights to which any director, officer, employee, agent or
  trustee may be entitled or which may lawfully be granted to him.  As used
  herein, the terms "director", "officer", "employee", "agent" and "trustee"
  include their respective executors, administrators and other legal
  representatives, an "interested" person is one against whom the action, suit or
  other proceeding in question or another action, suit or other proceeding on the
  same or similar grounds is then or had been pending or threatened, and a
  "disinterested" person is a person against whom no such action, suit or other
  proceeding is then or had been pending or threatened.
  
          By action of the board of directors, notwithstanding any interest of
  the directors in such action, the corporation may purchase and maintain
  insurance, in such amounts as the board of directors may from time to time deem
  appropriate, on behalf of any person who is or was a director, officer,
  employee or other agent of the corporation, or is or was serving at the request
  of the corporation as a director, trustee, officer, employee or other agent of
  another corporation or of any partnership, joint venture, trust, employee
  benefit plan or other enterprise or organization against any liability incurred
  by him in any such capacity, or arising out of his status as such, whether or
  not the corporation would have the power to indemnify him against such
  liability.
  
          In addition the Company maintains a directors' and officers' liability
  insurance policy.
  
          Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers or persons controlling the Company
  pursuant to the foregoing provisions, the Securities and Exchange Commission
  has expressed its opinion that 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.
          ---------
  
  
                                        5
  
  <PAGE>   6
  
          (a) The following is a complete list of exhibits filed or incorporated
  by reference as part of this registration statement.
  
  Exhibit
  - -------
  
       4.1    Restated Articles of Organization (filed with the Securities and
              Exchange Commission as Exhibit 3.1 to Registrant's Annual Report
              on Form 10-K for the year ended December 31, 1988 and incorporated
              by reference).
       4.2    By-Laws, as amended (filed with the Securities and Exchange
              Commission as Exhibit 3.2 to the Registrant's Annual Report on Form
              10-K for the year ended December 31, 1991 and incorporated by
              reference).
       4.3    Certificate of Designation, Preferences and Rights (filed with the
              Securities and Exchange Commission as Exhibit 3.1 to Registrant's
              Annual Report on Form 10-K for the year ended December 31, 1991 and
              incorporated by reference).
       4.4    Rights Agreement dated as of September 15, 1988 between State Street
              Boston Corporation and The First National Bank of Boston, Rights
              Agent (filed with the Securities and Exchange Commission as Exhibit
              4 to Registrant's Current Report on From 8-K dated September 30,
              1988 and incorporated by reference).
       4.5    Amendment to Rights Agreement dated as of September 20, 1990 between
              State Street Boston Corporation and The First National Bank of
              Boston, Rights Agent (filed with the Securities and Exchange
              Commission as Exhibit 4 to Registrant's Quarterly Report on From
              10-Q for the quarter ended September 30, 1990 and incorporated by
              reference).
       4.6    Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing
              Plan, as amended.
       5.1    Opinion of Goodwin, Procter & Hoar as to the legality of the
              securities being registered.
       5.2    IRS Determination Letter.
      15.1    Independent Accountants' Acknowledgement Letter.
      23.1    Consent of Counsel (included in Exhibit 5.1 hereto).
      23.2    Consent of Ernst & Young, Independent Auditors.
      23.3    Consent of Ernst & Young, Independent Auditors.
      24.1    Powers of Attorney (included in Part II of this registration
              statement).
  
  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 the registration statement
                    (or the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement; and
  
                          (iii) To include any material information with respect
                    to the plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;
  
              provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein
              do not apply if the information required to be included in a
              post-effective amendment by those paragraphs is
  
  
                                        6
  
  <PAGE>   7
  
              contained in periodic reports filed by the undersigned registrant
              pursuant to Section 13 or Section 15(d) of the Securities Exchange
              Act of 1934 that are incorporated by reference in the 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; and
  
                    (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.
  
              (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 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement 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.
  
              (h) 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 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.
  
  
                                        7
  
  <PAGE>   8
  
                                    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
  September 15, 1994.
  
  
                                            STATE STREET BOSTON CORPORATION
  
  
                                            By: /s/ Marshall N. Carter
                                                ------------------------------
                                                Marshall N. Carter
                                                Chairman, President and
                                                Chief Executive Officer
  
  
                                POWER OF ATTORNEY
  
          KNOWN ALL PERSONS BY THESE PRESENTS that each person whose signature
  appears below constitutes and appoints Marshall N. Carter, George J. Fesus and
  Robert J. Malley, and each of them, as his or her true and lawful
  attorney-in-fact and agent, with full power of substitution, for him or her and
  in his or her name, place and stead, in any and all capacities to sign any or
  all amendments or post- effective amendments to this registration statement,
  and to file the same, with all exhibits thereto and other documents in
  connection therewith, with the Securities and Exchange Commission, granting
  unto said attorney-in-fact and agent full power and authority to do and perform
  each and every act and thing requisite and necessary to be done in and about
  the premises, as fully to all intents and purposes as he or she might or could
  do in person, hereby ratifying and confirming all that said attorney-in-fact
  and agent or his or her substitute, may lawfully do or cause to be done by
  virtue hereof.
  
  <TABLE>
          Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below by the following persons in the
  capacities and on the date indicated.
  
  <CAPTION>
       Signature                      Title                                      Date
       ---------                      -----                                      ----
  <S>                                 <C>                                  <C>
  /s/ Marshall N. Carter              Chairman, President and              September 15, 1994
  - ------------------------------      Chief Executive Officer
  Marshall N. Carter                  (Principal Executive Officer)
  
  
  /s/ George J. Fesus                 Chief Financial Officer              September 15, 1994 
  - ------------------------------      (Principal Financial Officer)
  George J. Fesus                     
  
  </TABLE>
  
  
                                         8
  
  <PAGE>   9
  
  <TABLE>
  <S>                                 <C>                                  <C>
  /s/ Tenley E. Albright, M.D.        Director                             September 15, 1994
  - ------------------------------
  Tenley E. Albright, M.D.
  
  
  /s/ Joseph A. Baute                 Director                             September 15, 1994
  - ------------------------------
  Joseph A. Baute
  
  
  /s/ I. Macallister Booth            Director                             September 15, 1994
  - ------------------------------
  I. Macallister Booth
  
  
  /s/ Truman S. Casner                Director                             September 15, 1994
  - ------------------------------
  Truman S. Casner
  
  
  /s/ James I. Cash, Jr.              Director                             September 15, 1994
  - ------------------------------
  James I. Cash, Jr. 
  
  
  /s/ Nader F. Darehshori             Director                             September 15, 1994
  - ------------------------------
  Nader F. Darehshori
  
  
  /s/ Lois D. Juliber                 Director                             September 15, 1994
  - ------------------------------
  Lois D. Juliber
  
  
  /s/ Charles F. Kaye                 Director                             September 15, 1994
  - ------------------------------
  Charles F. Kaye
  
  
  /s/ John M. Kucharski               Director                             September 15, 1994
  - ------------------------------
  John M. Kucharski
  
  
  /s/ Charles R. LaMantia             Director                             September 15, 1994
  - ------------------------------
  Charles R. LaMantia
  
  
  /s/ David B. Perini                 Director                             September 15, 1994
  - ------------------------------
  David B. Perini
  
  </TABLE>
  
  
                                         9
  <PAGE>   10
  
  <TABLE>
  <S>                                 <C>                                  <C>
  /s/ Dennis J. Picard                Director                             September 15, 1994
  - ------------------------------
  Dennis J. Picard
  
  
  /s/ Alfred Poe                      Director                             September 15, 1994
  - ------------------------------
  Alfred Poe
  
  
  /s/ Bernard W. Reznicek             Director                             September 15, 1994
  - ------------------------------
  Bernard W. Reznicek
  
  
  /s/ David A. Spina                  Director                             September 15, 1994
  - ------------------------------
  David A. Spina
  
  
  /s/ Robert E. Weissman              Director                             September 15, 1994
  - ------------------------------
  Robert E. Weissman
  
  </TABLE>
  
  
          Pursuant to the requirements of the Securities Act of 1933, the members
  of the Plan Administrative Committtee, which committee is authorized to take
  action on behalf of and in the name of Wendover Funding, Inc. Employees' Savings
  Plus and Profit Sharing Plan have duly caused this Registration Statement to be
  signed on their behalf by the undersigned, thereunto duly authorized, in the
  city of Greensboro, State of North Carolina, on the 21st day of September,
  1994.
  
  
                                      WENDOVER FUNDING, INC.
                                      EMPLOYEES' SAVINGS PLUS AND
                                      PROFIT SHARING PLAN,
  
  
                                      /s/ Jeffrey S. Taylor
                                      ------------------------------
                                      Jeffrey S. Taylor,
                                      Member of Plan
                                      Administrative Committee
                                      September 21, 1994
  
  
                                      /s/ Kenneth L. Austin
                                      ------------------------------
                                      Kenneth L. Austin,
                                      Member of Plan
                                      Administrative Committee
                                      September 21, 1994
  
  
                                        10
  
  <PAGE>   11
  
  <TABLE>
  
                                   EXHIBIT INDEX
  
  <CAPTION>
  Exhibit No.       Description                                                               Page+
  - -----------       -----------                                                               ----
  <S>               <C>                                                                       <C>
    4.1             Restated Articles of Organization (filed with the Securities 
                    and Exchange Commission as Exhibit 3.1 to Registrant's
                    Annual Report on Form 10-K for the year ended December
                    31, 1988 and incorporated by reference)                                     -
  
    4.2             By-Laws, as amended (filed with the Securities and Exchange
                    Commission as Exhibit 3.2 to the Registrant's Annual Report 
                    on Form 10-K for the year ended December 31, 1991 and 
                    incorporated by reference)                                                  -
  
    4.3             Certificate of Designation, Preferences and Rights (filed with the 
                    Securities and Exchange Commission as Exhibit 3.1 to Registrant's 
                    Annual Report on Form 10-K for the year ended December 31, 1991 
                    and incorporated by reference)                                              -
  
    4.4             Rights Agreement dated as of September 15, 1988 between State 
                    Street Boston Corporation and The First National Bank of Boston, 
                    Rights Agent (filed with the Securities and Exchange Commission as 
                    Exhibit 4 to Registrant's Current Report on From 8-K dated 
                    September 30, 1988 and incorporated by reference)                           -
  
    4.5             Amendment to Rights Agreement dated as of September 20, 1990 
                    between State Street Boston Corporation and The First National 
                    Bank of Boston, Rights Agent (filed with the Securities and 
                    Exchange Commission as Exhibit 4 to Registrant's Quarterly Report 
                    on From 10-Q for the quarter ended September 30, 1990 and 
                    incorporated by reference)                                                  -
  
    4.6             Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing 
                    Plan, as amended                                        
  
    5.1             Opinion of Goodwin, Procter & Hoar as to the legality of the securities 
                    being registered
  
    5.2             IRS Determination Letter                                
  
   15.1             Independent Accountants' Acknowledgement Letter
  
   23.1             Consent of Counsel (included in Exhibit 5.1 hereto)                         -
  
   23.2             Consent of Ernst & Young, Independent Auditors          
   
   23.3             Consent of Ernst & Young, Independent Auditors
  
   24.1             Powers of Attorney (included in Part II of this         
                    registration statement).
  
  </TABLE>
  
  +  Refers to sequentially numbered copy.
  
  
                                        11
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metadata_filer: {"company-data": {"conformed-name": "STATE STREET BOSTON CORP", "cik": "0000093751", "assigned-sic": "6022", "irs-number": "042456637", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55615", "film-number": "94550202"}, "business-address": {"street1": "225 FRANKLIN ST", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "6177863000"}, "mail-address": {"street1": "225 FRANKLIN STREET", "city": "BOSTON", "state": "MA", "zip": "02110"}, "former-company": {"former-conformed-name": "STATE STREET BOSTON FINANCIAL CORP", "date-changed": "19780525"}}
text: 1
  
                                                                  File No. 33-
  
    As filed with the Securities and Exchange Commission on September 23, 1994
  
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
  
                                     FORM S-8
                              REGISTRATION STATEMENT
                                      Under
                            THE SECURITIES ACT OF 1933
  
                         STATE STREET BOSTON CORPORATION
              (Exact Name of Registrant as Specified in Its Charter)
  
             Massachusetts                                 04-2456637
    (State or other jurisdiction of           (I.R.S. Employer Identification No.)
    Incorporation or Organization)    
  
                 225 FRANKLIN STREET, BOSTON, MASSACHUSETTS 02110
                     (Address of Principal Executive Offices)
  
      WENDOVER FUNDING, INC. EMPLOYEES' SAVINGS PLUS AND PROFIT SHARING PLAN
                             (Full Title of the Plan)
  
                               --------------------
  
                                 ROBERT J. MALLEY
                    Senior Vice President and General Counsel
                         STATE STREET BOSTON CORPORATION
                               225 Franklin Street
                           Boston, Massachusetts 02110
                     (Name and Address of Agent for Service)
  
                                  (617) 654-3104
          (Telephone Number, Including Area Code, of Agent for Service)
  
                               --------------------
  
                                 with a copy to:
  
                               MARIAN A. TSE, ESQ.
                             Goodwin, Procter & Hoar
                                  Exchange Place
                              Boston, MA  02109-2881
                                  (617) 570-1000
  
                               --------------------
  
  ================================================================================
  2
  
  ================================================================================
  
                         Calculation of Registration Fee
  
  - --------------------------------------------------------------------------------
  Proposed       Proposed
                                      Maximum         Maximum
    Title of             Amount       Offering       Aggregate       Amount of
  Securities to          to be          Price        Offering        Registra-
  be Registered(1)   Registered(2)   Per Share(3)      Price         tion Fee
  - --------------------------------------------------------------------------------
  Common Stock,
    $1.00 par value  100,000         $37.75          $3,775,000      $1,302
  (1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
       amended, this registration statement also covers an indeterminate amount of
       interests to be offered or sold pursuant to the Wendover Funding inc.
       Employees' Savings Plus and Profit Sharing Plan (the "Plan").
  
  (2)  Plus such additional number of shares as may be required pursuant to the
       plan in the event of a stock dividend, reverse stock split, split-up,
       recapitalization or other similar event.
  
  (3)  This estimate is made pursuant to Rule 457(c) and (h)(1) under the
       Securities Act of 1993, as amended, solely for purposes of determining the
       registration fee and is based upon the market value of outstanding shares
       of the Company's common stock on September 20, 1994, utilizing the average
       of the high and low sale prices reported on the NASDAQ National Market
       System on that date.
  
  ================================================================================
  
                                        2
  3
  
                                     PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Certain Documents by Reference.
          ------------------------------------------------
  
          State Street Boston Corporation (the "Company") and the Plan hereby
  incorporate by reference the documents listed in (a) through (d) below, which
  have previously been filed with the Securities and Exchange Commission.
  
          (a)  The Company's Annual Report on Form 10-K filed under Exchange
               Act of 1934, as amended (the "Exchange Act"), for the fiscal year
               ended December 31, 1993;
  
          (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
               March 31, 1994;
  
          (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1994;
  
          (d)  The Company's Current Report on Form 8-K dated February 1, 1994;
  
          (e)  The description of the Company's Common Stock contained in its
               registration statement on Form 10 under the Exchange Act and any
               amendments or reports filed for the purpose of updating such
               description;
  
          (f)  The description of the Company's Preferred Share Purchase Rights
               included in the Company's effective registration statement on Form
               8-A filed with the Securities and Exchange Commission on September
               30, 1988 as amended by Amendment dated as of September 20, 1990
               filed with the Securities and Exchange Commission on Form 8 on
               October 19, 1990; and
  
          (g)  The Plan's Annual Report for the plan year ended December 31,
               1993, which is filed simultaneously herewith.
  
          In addition, all documents subsequently filed with the Securities and
  Exchange Commission by the Company pursuant to Sections 13(a) and 13(c),
  Section 14 and Section 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all securities offered hereunder
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated by reference in this registration statement and to
  be a part hereof from the date of filing of such documents.
  
  Item 4. Description of Securities.
          --------------------------
  
          Not Applicable.
  
  Item 5. Interests of Named Experts and Counsel.
          ---------------------------------------
  
          The validity of the shares to be offered hereby will be passed upon for
  the Company by Goodwin, Procter & Hoar.
  
                                        3
  4
  
  Item 6. Indemnification of Directors and Officers.
          ------------------------------------------
  
          The Company is a Massachusetts corporation.  Reference is made to
  Chapter 156B, Section 13(b)(1 1/2) of the Massachusetts Business Corporation
  Law (the "MBCL"), which enables a corporation in its original articles of
  organization or an amendment thereto to eliminate or limit the personal
  liability of a director for monetary damages for violations of the director's
  fiduciary duty, except (i) for any breach of the director's duty of loyalty to
  the corporation or its stockholders, (ii) for acts or omissions not in good
  faith or which involve intentional misconduct or a knowing violation of law,
  (iii) pursuant to Sections 61 and 62 of the MBCL (providing for liability of
  directors for authorizing unauthorized distributions and for making loans to
  directors, officers and certain shareholders) or (iv) for any transaction from
  which a director derived an improper personal benefit.
  
          Reference also is made to Chapter 156B, Section 67 of the MBCL, which
  provides that a corporation may indemnify directors, officers, employees and
  other agents and persons who serve at its request as directors, officers,
  employees or other agents of another organization or who serve at its request
  in any capacity with respect to any employee benefit plan, to the extent
  specified or authorized by the articles of organization, a by-law adopted by
  the stockholders or a vote adopted by the holders of a majority of the shares
  of stock entitled to vote on the election of directors.  Such indemnification
  may include payment by the corporation of expenses incurred 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 shall be adjudicated to be not entitled to
  indemnification under Section 67 which undertaking may be accepted without
  reference to the financial ability of such person to make repayment.  Any such
  indemnification may be provided although the person to be indemnified is no
  longer an officer, director, employee or agent of the corporation or of such
  other organization or no longer serves with respect to any such employee
  benefit plan.  No indemnification shall be provided, however, for any person
  with respect to any matter as to which he shall have been adjudicated in any
  proceeding not to have acted in good faith in the reasonable belief that his
  action was in the best interest of the corporation or to the extent that such
  matter relates to service with respect to an employee benefit plan, in the best
  interests of the participants or beneficiaries of such employee benefit plan.
  
          The Restated Articles of Organization of the Company provide the
  following:
  
          The Corporation shall to the fullest extent legally permissible
  indemnify each person who is or was a director, officer, employee or other
  agent of the corporation and each person who is or was serving at the request
  of the corporation as a director, trustee, officer, employee or other agent of
  another corporation or of any partnership, joint venture, trust, employee
  benefit plan or other enterprise or organization against all liabilities, costs
  and expenses, including but not limited to amounts paid in satisfaction of
  judgments, in settlement or as fines and penalties, and counsel fees and
  disbursements, reasonably incurred by him in connection with the defense or
  disposition of or otherwise in connection with or resulting from any action,
  suit or other proceeding, whether civil, criminal, administrative or
  investigative, before any court or administrative or legislative or
  investigative body, in which he may be or may have been involved as a party or
  otherwise or with which he may be or may have been threatened, while in office
  or thereafter, by reason of his being or having been such a director, officer,
  employee, agent or trustee, or by reason of any action taken or not taken in
  any such capacity, except with respect to any matter as to which he shall have
  been finally adjudicated by a court of competent jurisdiction not to have acted
  in good faith in the reasonable belief that his action was in the best interest
  of the corporation (any person serving another organization in one or more of
  the indicated capacities at the request of the corporation who shall have been
  adjudicated in any proceeding not to have acted in good faith in the reasonable
  belief that his action was in the best interest of such other organization
  shall be deemed so to have acted in good faith with respect to the corporation)
  or to the extent that such matter related to service with respect to an
  employee benefit plan, in the best interest of the participants or beneficiaries
  of such employee benefit plan.  Expenses, including but not limited to counsel
  fees and disbursements, so incurred by any such person in defending any such
  action, suit or proceeding shall be paid from time to time by the corporation
  in advance of the final disposition of such action, suit or proceeding upon
  receipt of an undertaking 
  
                                        4
  5
  
  by or on behalf of the person indemnified to repay the amounts so paid if it
  shall ultimately be determined that indemnification of such expenses is not
  authorized hereunder.
  
          If, in an action, suit or proceeding brought by or in the name of the
  corporation, a director of the corporation is held not liable for monetary
  damages, whether because that director is relieved of personal liability under
  the provisions of this Article Six of the Articles of Organization, or
  otherwise, that director shall be deemed to have met the standard of conduct
  set forth above and to be entitled to indemnification for expenses reasonably
  incurred in the defense of such action, suit or proceeding.
  
          As to any matter disposed of by settlement by any such person, pursuant
  to a consent decree or otherwise, no such indemnification either for the amount
  of such settlement or for any other expenses shall be provided unless such
  settlement shall be approved as in the best interests of the corportion after
  notice that it involves such indemnification, (a) by vote of a majority of the
  disinterested directors then in office (even though the disinterested directors
  be less than a quorum), or (b) by any disinterested person or persons to whom
  the question may be referred by vote of a majority of such disinterested
  directors, or (c) by vote of the holders of a majority of the outstanding stock
  at the time entitled to vote for directors, voting as a single class, exclusive
  of any stock owned by any interested person, or (d) by any disinterested person
  or persons to whom the question may be referred by vote of the holders of a
  majority of such stock.  No such approval shall prevent the recovery from any
  such officer, director, employee, agent or trustee of any amounts paid to him
  or on his behalf as indemnification in accordance with the preceding sentence
  if such person is subsequently adjudicated by a court of competent jurisdiction
  not to have acted in good faith in the reasonable belief that his action was in
  the best interests of the corporation.
  
          The right of indemnification hereby provided shall not be exclusive of
  or affect any other rights to which any director, officer, employee, agent or
  trustee may be entitled or which may lawfully be granted to him.  As used
  herein, the terms "director", "officer", "employee", "agent" and "trustee"
  include their respective executors, administrators and other legal
  representatives, an "interested" person is one against whom the action, suit or
  other proceeding in question or another action, suit or other proceeding on the
  same or similar grounds is then or had been pending or threatened, and a
  "disinterested" person is a person against whom no such action, suit or other
  proceeding is then or had been pending or threatened.
  
          By action of the board of directors, notwithstanding any interest of
  the directors in such action, the corporation may purchase and maintain
  insurance, in such amounts as the board of directors may from time to time deem
  appropriate, on behalf of any person who is or was a director, officer,
  employee or other agent of the corporation, or is or was serving at the request
  of the corporation as a director, trustee, officer, employee or other agent of
  another corporation or of any partnership, joint venture, trust, employee
  benefit plan or other enterprise or organization against any liability incurred
  by him in any such capacity, or arising out of his status as such, whether or
  not the corporation would have the power to indemnify him against such
  liability.
  
          In addition the Company maintains a directors' and officers' liability
  insurance policy.
  
          Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers or persons controlling the Company
  pursuant to the foregoing provisions, the Securities and Exchange Commission
  has expressed its opinion that 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.
          ---------
  
                                        5
  6
  
          (a) The following is a complete list of exhibits filed or incorporated
  by reference as part of this registration statement.
  
  Exhibit
  - -------
  
       4.1    Restated Articles of Organization (filed with the Securities and
              Exchange Commission as Exhibit 3.1 to Registrant's Annual Report
              on Form 10-K for the year ended December 31, 1988 and incorporated
              by reference).
       4.2    By-Laws, as amended (filed with the Securities and Exchange
              Commission as Exhibit 3.2 to the Registrant's Annual Report on Form
              10-K for the year ended December 31, 1991 and incorporated by
              reference).
       4.3    Certificate of Designation, Preferences and Rights (filed with the
              Securities and Exchange Commission as Exhibit 3.1 to Registrant's
              Annual Report on Form 10-K for the year ended December 31, 1991 and
              incorporated by reference).
       4.4    Rights Agreement dated as of September 15, 1988 between State Street
              Boston Corporation and The First National Bank of Boston, Rights
              Agent (filed with the Securities and Exchange Commission as Exhibit
              4 to Registrant's Current Report on From 8-K dated September 30,
              1988 and incorporated by reference).
       4.5    Amendment to Rights Agreement dated as of September 20, 1990 between
              State Street Boston Corporation and The First National Bank of
              Boston, Rights Agent (filed with the Securities and Exchange
              Commission as Exhibit 4 to Registrant's Quarterly Report on From
              10-Q for the quarter ended September 30, 1990 and incorporated by
              reference).
       4.6    Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing
              Plan, as amended.
       5.1    Opinion of Goodwin, Procter & Hoar as to the legality of the
              securities being registered.
       5.2    IRS Determination Letter.
      15.1    Independent Accountants' Acknowledgement Letter.
      23.1    Consent of Counsel (included in Exhibit 5.1 hereto).
      23.2    Consent of Ernst & Young, Independent Auditors.
      23.3    Consent of Ernst & Young, Independent Auditors.
      24.1    Powers of Attorney (included in Part II of this registration
              statement).
  
  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 the registration statement
                    (or the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement; and
  
                          (iii) To include any material information with respect
                    to the plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;
  
              provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein
              do not apply if the information required to be included in a
              post-effective amendment by those paragraphs is
  
                                        6
  7
  
              contained in periodic reports filed by the undersigned registrant
              pursuant to Section 13 or Section 15(d) of the Securities Exchange
              Act of 1934 that are incorporated by reference in the 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; and
  
                    (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.
  
              (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 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement 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.
  
              (h) 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 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.
  
                                        7
  8
  
                                    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
  September 15, 1994.
  
                                            STATE STREET BOSTON CORPORATION
  
                                            By: /s/ Marshall N. Carter
                                                ------------------------------
                                                Marshall N. Carter
                                                Chairman, President and
                                                Chief Executive Officer
  
                                POWER OF ATTORNEY
  
          KNOWN ALL PERSONS BY THESE PRESENTS that each person whose signature
  appears below constitutes and appoints Marshall N. Carter, George J. Fesus and
  Robert J. Malley, and each of them, as his or her true and lawful
  attorney-in-fact and agent, with full power of substitution, for him or her and
  in his or her name, place and stead, in any and all capacities to sign any or
  all amendments or post- effective amendments to this registration statement,
  and to file the same, with all exhibits thereto and other documents in
  connection therewith, with the Securities and Exchange Commission, granting
  unto said attorney-in-fact and agent full power and authority to do and perform
  each and every act and thing requisite and necessary to be done in and about
  the premises, as fully to all intents and purposes as he or she might or could
  do in person, hereby ratifying and confirming all that said attorney-in-fact
  and agent or his or her substitute, may lawfully 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 date indicated.
  Signature                      Title                                      Date
       ---------                      -----                                      ----
  /s/ Marshall N. Carter              Chairman, President and              September 15, 1994
  - ------------------------------      Chief Executive Officer
  Marshall N. Carter                  (Principal Executive Officer)
  
  /s/ George J. Fesus                 Chief Financial Officer              September 15, 1994 
  - ------------------------------      (Principal Financial Officer)
  George J. Fesus
  8
  9
  /s/ Tenley E. Albright, M.D.        Director                             September 15, 1994
  - ------------------------------
  Tenley E. Albright, M.D.
  
  /s/ Joseph A. Baute                 Director                             September 15, 1994
  - ------------------------------
  Joseph A. Baute
  
  /s/ I. Macallister Booth            Director                             September 15, 1994
  - ------------------------------
  I. Macallister Booth
  
  /s/ Truman S. Casner                Director                             September 15, 1994
  - ------------------------------
  Truman S. Casner
  
  /s/ James I. Cash, Jr.              Director                             September 15, 1994
  - ------------------------------
  James I. Cash, Jr. 
  
  /s/ Nader F. Darehshori             Director                             September 15, 1994
  - ------------------------------
  Nader F. Darehshori
  
  /s/ Lois D. Juliber                 Director                             September 15, 1994
  - ------------------------------
  Lois D. Juliber
  
  /s/ Charles F. Kaye                 Director                             September 15, 1994
  - ------------------------------
  Charles F. Kaye
  
  /s/ John M. Kucharski               Director                             September 15, 1994
  - ------------------------------
  John M. Kucharski
  
  /s/ Charles R. LaMantia             Director                             September 15, 1994
  - ------------------------------
  Charles R. LaMantia
  
  /s/ David B. Perini                 Director                             September 15, 1994
  - ------------------------------
  David B. Perini
  9
  10
  /s/ Dennis J. Picard                Director                             September 15, 1994
  - ------------------------------
  Dennis J. Picard
  
  /s/ Alfred Poe                      Director                             September 15, 1994
  - ------------------------------
  Alfred Poe
  
  /s/ Bernard W. Reznicek             Director                             September 15, 1994
  - ------------------------------
  Bernard W. Reznicek
  
  /s/ David A. Spina                  Director                             September 15, 1994
  - ------------------------------
  David A. Spina
  
  /s/ Robert E. Weissman              Director                             September 15, 1994
  - ------------------------------
  Robert E. Weissman
  Pursuant to the requirements of the Securities Act of 1933, the members
  of the Plan Administrative Committtee, which committee is authorized to take
  action on behalf of and in the name of Wendover Funding, Inc. Employees' Savings
  Plus and Profit Sharing Plan have duly caused this Registration Statement to be
  signed on their behalf by the undersigned, thereunto duly authorized, in the
  city of Greensboro, State of North Carolina, on the 21st day of September,
  1994.
  
                                      WENDOVER FUNDING, INC.
                                      EMPLOYEES' SAVINGS PLUS AND
                                      PROFIT SHARING PLAN,
  
                                      /s/ Jeffrey S. Taylor
                                      ------------------------------
                                      Jeffrey S. Taylor,
                                      Member of Plan
                                      Administrative Committee
                                      September 21, 1994
  
                                      /s/ Kenneth L. Austin
                                      ------------------------------
                                      Kenneth L. Austin,
                                      Member of Plan
                                      Administrative Committee
                                      September 21, 1994
  
                                        10
  11
  
                                   EXHIBIT INDEX
  Exhibit No.       Description                                                               Page+
  - -----------       -----------                                                               ----
  4.1             Restated Articles of Organization (filed with the Securities 
                    and Exchange Commission as Exhibit 3.1 to Registrant's
                    Annual Report on Form 10-K for the year ended December
                    31, 1988 and incorporated by reference)                                     -
  
    4.2             By-Laws, as amended (filed with the Securities and Exchange
                    Commission as Exhibit 3.2 to the Registrant's Annual Report 
                    on Form 10-K for the year ended December 31, 1991 and 
                    incorporated by reference)                                                  -
  
    4.3             Certificate of Designation, Preferences and Rights (filed with the 
                    Securities and Exchange Commission as Exhibit 3.1 to Registrant's 
                    Annual Report on Form 10-K for the year ended December 31, 1991 
                    and incorporated by reference)                                              -
  
    4.4             Rights Agreement dated as of September 15, 1988 between State 
                    Street Boston Corporation and The First National Bank of Boston, 
                    Rights Agent (filed with the Securities and Exchange Commission as 
                    Exhibit 4 to Registrant's Current Report on From 8-K dated 
                    September 30, 1988 and incorporated by reference)                           -
  
    4.5             Amendment to Rights Agreement dated as of September 20, 1990 
                    between State Street Boston Corporation and The First National 
                    Bank of Boston, Rights Agent (filed with the Securities and 
                    Exchange Commission as Exhibit 4 to Registrant's Quarterly Report 
                    on From 10-Q for the quarter ended September 30, 1990 and 
                    incorporated by reference)                                                  -
  
    4.6             Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing 
                    Plan, as amended                                        
  
    5.1             Opinion of Goodwin, Procter & Hoar as to the legality of the securities 
                    being registered
  
    5.2             IRS Determination Letter                                
  
   15.1             Independent Accountants' Acknowledgement Letter
  
   23.1             Consent of Counsel (included in Exhibit 5.1 hereto)                         -
  
   23.2             Consent of Ernst & Young, Independent Auditors          
   
   23.3             Consent of Ernst & Young, Independent Auditors
  
   24.1             Powers of Attorney (included in Part II of this         
                    registration statement).
  +  Refers to sequentially numbered copy.
  
                                        11