content: <PAGE>   1
       As filed with the Securities and Exchange Commission on March 13, 2001
                                                             Registration No. 333-
  --------------------------------------------------------------------------------
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                      ----------------------------------------
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                          FLEETBOSTON FINANCIAL CORPORATION
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                      -----------------------------------------
  
                RHODE ISLAND                                     05-0341324
      (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)
  
                SUMMIT BANCORP. 1993 INCENTIVE STOCK AND OPTION PLAN
                   SUMMIT BANCORP. 1999 NON-EXECUTIVE OPTION PLAN
                       SUMMIT BANCORP. SAVINGS INCENTIVE PLAN
                             (FULL TITLES OF THE PLANS)
                            ----------------------------
  
  <TABLE>
  <S>                                                                       <C>
                      WILLIAM C. MUTTERPERL, ESQ.                                             GARY A. SPIESS, ESQ.
        EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY             SENIOR VICE PRESIDENT AND SENIOR DEPUTY GENERAL COUNSEL,
                   FLEETBOSTON FINANCIAL CORPORATION                                           ASSISTANT SECRETARY
                           100 FEDERAL STREET                                           FLEETBOSTON FINANCIAL CORPORATION
                      BOSTON, MASSACHUSETTS 02110                                              100 FEDERAL STREET
                              617-434-9587                                                 BOSTON, MASSACHUSETTS 02110
                                                                                                  617-434-2870
  </TABLE>
  
         (NAMES, ADDRESSES AND TELEPHONE NUMBERS, INCLUDING AREA CODES, OF
                                AGENTS FOR SERVICE)
                                      Copy to:
  
                                JANICE B. LIVA, ESQ.
                   DEPUTY GENERAL COUNSEL AND ASSISTANT SECRETARY
                          FLEETBOSTON FINANCIAL CORPORATION
                                 100 FEDERAL STREET
                             BOSTON, MASSACHUSETTS 02110
                                    617-434-8630
                     -------------------------------------------
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
         ==================================== ==================== ==================== ==================== ====================
                                                                    PROPOSED MAXIMUM     PROPOSED MAXIMUM
                                                    AMOUNT         OFFERING PRICE PER   AGGREGATE OFFERING        AMOUNT OF
                 TITLE OF SECURITIES                 TO BE              SHARE (1)            PRICE (1)        REGISTRATION FEE
                  TO BE REGISTERED                REGISTERED                                                         (1)
         ------------------------------------ -------------------- -------------------- -------------------- --------------------
  
  <S>                                          <C>                       <C>              <C>                    <C>
               Common Stock, par value
                 $.01 per share (2)            10,100,000 shares         $37.02           $373,851,500.00         $93,463.00
         ------------------------------------ -------------------- -------------------- -------------------- --------------------
  
          Participation Interests in Summit           (3)                  (4)                  (4)                  (4)
           Bancorp. Savings Incentive Plan
         ==================================== ==================== ==================== ==================== ====================
  </TABLE>
  
  (1)  Computed pursuant to Rule 457(h) solely for the purpose of determining the
       registration fee, based on the average of the high and low prices of the
       Registrant's Common Stock as reported by the New York Stock Exchange on
       March 12, 2001.
  
  (2)  Including preferred share purchase rights.
  
  (3)  Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
       Statement also covers an indeterminate amount of interests to be offered or
       sold pursuant to the Summit Bancorp. Savings Incentive Plan.
  
  (4)  Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no additional
       fee is required.
  
  
  
  <PAGE>   2
  
  
  
  
  
  
  
  
                                  EXPLANATORY NOTE
  
  
           This Registration Statement on Form S-8 complements Post-Effective
  Amendment No. 1 on Form S-8 ("Amendment No. 1") to the Registration Statement on
  Form S-4 (File No. 333-50346) (the "Original Registration Statement") of
  FleetBoston Financial Corporation, a Rhode Island corporation (the
  "Registrant"). On March 1, 2000, Summit Bancorp., a New Jersey corporation
  ("Summit") merged with and into the Registrant (the "Merger"), with the
  Registrant as the surviving corporation in the Merger. Pursuant to the terms of
  the Merger, all outstanding Summit stock options exercisable for the common
  stock, par value $0.80 per share, of Summit ("Summit Common Stock") were
  converted into stock options exercisable for the common stock, par value $.01
  per share, of the Registrant ("FleetBoston Common Stock") based on a formula
  which was described in the Original Registration Statement. In addition,
  modifications are being made to Summit's Savings Incentive Plan (the "Savings
  Plan") to provide for the ongoing issuance of FleetBoston Common Stock in lieu
  of Summit Common Stock, as provided in the Savings Plan, after the effective
  time of the Merger; updated offering materials are also being sent to
  participants in the Savings Plan. The shares related to certain stock plans of
  Summit were registered pursuant to Amendment No. 1; the remainder of those
  shares are being registered pursuant to this Registration Statement.
  
  
  
  <PAGE>   3
  
  
  
                                        II-9
  
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.      INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed by the Registrant with the
  Securities and Exchange Commission (the "Commission") pursuant to the Securities
  Exchange Act of 1934 (the "Exchange Act") are incorporated by reference into
  this Registration Statement:
  
           (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 2000;
  
           (b)      The Registrant's current reports on Form 8-K filed January 17,
                    2001 and March 1, 2001;
  
           (c)      The description of the Registrant's common stock contained in
                    a Registration Statement filed by Industrial National
                    Corporation (predecessor to the Registrant) on Form 8-B dated
                    May 29, 1970, and any amendment or report filed for the
                    purpose of updating such description; and
  
           (d)      The description of the Preferred Share Purchase Rights
                    contained in the Registration Statement on Form 8-A dated
                    November 7, 2000.
  
           The Summit Bancorp. Savings Incentive Plan (the "Savings Plan") hereby
  incorporates by reference into this Registration Statement the Savings Plan's
  Annual Report on Form 11-K for the fiscal year ended December 31, 1999, as
  heretofore filed with the Commission.
  
               All documents subsequently filed by the Registrant or the Savings
  Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
  to the filing of a post-effective amendment to this Registration Statement which
  indicates that all of the shares of common stock offered have been sold or which
  deregisters all such shares 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. Any statement contained in a document
  incorporated or deemed incorporated by reference herein shall be deemed to be
  modified or superseded for purposes of this Registration Statement to the extent
  that a statement contained herein or in any other subsequently filed document
  which also is or is deemed to be incorporated by reference herein modifies or
  supersedes such statement. Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute a part of this
  Registration Statement.
  
  ITEM 4.      DESCRIPTION OF SECURITIES.
  
               Not applicable.
  
  
                                        II-1
  <PAGE>   4
  
  
  ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
               The validity of the securities offered hereby will be passed upon
  for the Reigstrant by William C. Mutterperl, General Counsel of the Corporation,
  100 Federal Street, Boston, Massachusetts 02110. Mr. Mutterperl is also an
  officer of certain subsidiaries of the Corporation. As of March 1, 2001, Mr.
  Mutterperl had a direct or indirect interest in 102,199 shares of FleetBoston
  Common Stock and had options to purchase an additional 350,000 shares, of which
  options to purchase 241,667 shares will be exercisable within 60 days after
  March 1, 2001.
  
  ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
               The Registrant's By-laws provide for indemnification to the extent
  permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law.
  Such section, as adopted by the By-laws, requires the Registrant to indemnify
  directors, officers, employees or agents against judgments, fines, reasonable
  costs, expenses and counsel fees paid or incurred in connection with any
  proceeding to which such director, officer, employee or agent or his legal
  representative may be a party (or for testifying when not a party) by reason of
  his being a director, officer, employee or agent, provided that such director,
  officer, employee or agent shall have acted in good faith and shall have
  reasonably believed (a) if he was acting in his official capacity that his
  conduct was in the Registrant's best interest, (b) in all other cases that his
  conduct was at least not opposed to its best interests, and (c) in the case of
  any criminal proceeding, he had no reasonable cause to believe his conduct was
  unlawful. The Registrant's By-laws provide that such rights to indemnification
  are contract rights and that the expenses incurred by an indemnified person
  shall be paid in advance of a final disposition of any proceeding, provided
  however, that if required under applicable law, such person must deliver a
  written affirmation that he has met the standards of care required under such
  provisions to be entitled to indemnification and provides an undertaking by or
  on behalf of such person to repay all amounts advanced if it is ultimately
  determined that such person is not entitled to indemnification. With respect to
  possible indemnification of directors, officers and controlling persons of the
  Registrant for liabilities arising under the Securities Act of 1933 (the "Act")
  pursuant to such provisions, the Registrant is aware that the Securities and
  Exchange Commission has publicly taken the position that such indemnification is
  against public policy as expressed in the Act and is, therefore, unenforceable.
  
  ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.
  
               Not applicable.
  
  ITEM 8.      EXHIBITS.
  
               A list of the exhibits included as part of this Registration
  Statement is set forth in the Exhibit Index which immediately precedes such
  exhibits and is hereby incorporated by reference herein.
  
  ITEM 9.      UNDERTAKINGS.
  
               The Corporation hereby undertakes:
  
  
  
                                        II-2
  <PAGE>   5
  
           (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 Act;
  
                    ii.      To reflect in the prospectus any facts or events
                             arising after the effective date of this Registration
                             Statement (or the most recent post-effective
                             amendment thereof) which, individually or in the
                             aggregate, represent a fundamental change in the
                             information set forth in this Registration Statement
                             (or the most recent post-effective amendment
                             thereto); 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 i. and ii. shall not apply if the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed by the Registrant pursuant to Section 13 or
  Section 15(d) of the Exchange Act that are incorporated by reference in this
  Registration Statement.
  
           (2)      That, for the purpose of determining any liability under the
                    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 Registrant hereby undertakes that, for purposes of determining
  any liability under the 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.
  
               Insofar as indemnification for liabilities arising under the Act
  may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the provisions described in Item 6, or otherwise, the
  Registrant has been advised that in the opinion of the 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.
  
  
  
                                        II-3
  <PAGE>   6
  
                                     SIGNATURES
  
               Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe it meets all the
  requirements for filing on Form S-8 and has duly caused this Form S-8
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized in the City of Boston, and the Commonwealth of Massachusetts, on
  the 12th day of March, 2001.
  
  
                                      FLEETBOSTON FINANCIAL CORPORATION
  
  
                                      By:    /s/ TERRENCE MURRAY
                                             ------------------------------------
                                             Terrence Murray
                                             Chairman and Chief Executive Officer
  
               Each person whose signature appears below hereby constitutes and
  appoints the Chairman and Chief Executive Officer, the President and Chief
  Operating Officer, the Vice Chairman and Chief Financial Officer, the Chief
  Accounting Officer, the Secretary or the Senior Deputy General Counsel, or any
  of them, acting alone, as his true and lawful attorney-in-fact, with full power
  and authority to execute in the name, place and stead of each such person in any
  and all capacities and to file, an amendment or amendments to the Registration
  Statement (and all exhibits thereto) and any documents relating thereto, which
  amendments may make such changes in the Registration Statement as said officer
  or officers so acting deem(s) advisable.
  
  
               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 12th day of March, 2001.
  
  <TABLE>
  <CAPTION>
             SIGNATURE                                                     TITLE
  
  
  <S>                                             <C>
           /s/ TERRENCE MURRAY                    Chairman, Chief Executive Officer and Director
  ---------------------------------------
           Terrence Murray
  
           /s/ CHARLES K. GIFFORD                 President, Chief Operating Officer and Director
  ---------------------------------------
           Charles K. Gifford
                                                  President of Consumer Banking and Investment Services
           /s/ ROBERT J. HIGGINS                  and Director
  ---------------------------------------
           Robert J. Higgins
  
           /s/ HENRIQUE C. MEIRELLES              President of Corporate and Global Banking and Director
  ---------------------------------------
           Henrique C. Meirelles
  
           /s/ EUGENE M. MCQUADE                  Vice Chairman and Chief Financial Officer
  ---------------------------------------
           Eugene M. McQuade
  
           /s/ ERNEST L. PUSCHAVER                Chief Accounting Officer
  ---------------------------------------
           Ernest L. Puschaver
  </TABLE>
  
  
                                        II-4
  <PAGE>   7
  
  
                  SIGNATURE                                   TITLE
  
  
          /s/ JOEL B. ALVORD                                 Director
  ----------------------------------------
          Joel B. Alvord
  
          /s/ WILLIAM BARNET, III                            Director
  ----------------------------------------
          William Barnet, III
  
          /s/ DANIEL P. BURNHAM                              Director
  ----------------------------------------
          Daniel P. Burnham
  
          /s/ PAUL J. CHOQUETTE, JR.                         Director
  ----------------------------------------
          Paul J. Choquette, Jr.
  
          /s/ JOHN T. COLLINS                                Director
  ----------------------------------------
          John T. Collins
  
          /s/ WILLIAM F. CONNELL                             Director
  ----------------------------------------
          William F. Connell
  
          /s/ GARY L. COUNTRYMAN                             Director
  ----------------------------------------
          Gary L. Countryman
  
                                                             Director
  ----------------------------------------
          T. J. Dermot Dunphy
  
          /s/ ALICE F. EMERSON                               Director
  ----------------------------------------
          Alice F. Emerson
  
          /s/ JAMES F. HARDYMON                              Director
  ----------------------------------------
          James F. Hardymon
  
          /s/ MARIAN L. HEARD                                Director
  ----------------------------------------
          Marian L. Heard
  
                                                             Director
  ----------------------------------------
          Robert M. Kavner
  
          /s/ THOMAS J. MAY                                  Director
  ----------------------------------------
          Thomas J. May
  
          /s/ DONALD F. MCHENRY                              Director
  ----------------------------------------
          Donald F. McHenry
  
          /s/ MICHAEL B. PICOTTE                             Director
  ----------------------------------------
          Michael B. Picotte
  
  
  
                                        II-5
  <PAGE>   8
  
                  Signature                                      Title
  
  
            /s/ THOMAS R. PIPER                                 Director
  ----------------------------------------
            Thomas R. Piper
  
            /s/ THOMAS C. QUICK                                 Director
  ----------------------------------------
            Thomas C. Quick
  
            /s/ FRANCENE S. RODGERS                             Director
  ----------------------------------------
            Francene S. Rodgers
  
                                                                Director
  ----------------------------------------
            John W. Rowe
  
                                                                Director
  ----------------------------------------
            Thomas M. Ryan
  
                                                                Director
  ----------------------------------------
            T. Joseph Semrod
  
            /s/ PAUL R. TREGURTHA                               Director
  ----------------------------------------
            Paul R. Tregurtha
  
  
  
  
                                        II-6
  <PAGE>   9
  
  
               Pursuant to the requirements of the Securities Act of 1933, the
  trustees (or other persons who administer the employee benefit plan) have duly
  caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the Township of West Windsor, State
  of New Jersey, on the 12th day of March, 2001.
  
  
  
  
  
                                 Summit Bancorp. Savings Incentive Plan
  
  
  
  
                                 By: /s/ ALFRED M. D'AUGUSTA
                                     ---------------------------------------------
                                      Alfred M. D'Augusta
                                      Chairman, Summit Bancorp. Benefits Committee
  
  
           Pursuant to the requirements the Securities Act of 1933, this
  Registration statement has been signed below on the 12th day of March, 2001 by
  the following persons in the capacities indicated.
  
  
  
  /s/ ALFRED M. D'AUGUSTA
  --------------------------------------------
  Alfred M. D'Augusta, Chairman and Member of Benefits Committee
  
  
  
  /s/ JOHN G. COLLINS
  --------------------------------------------
  John G. Collins, Member of Benefits Committee
  
  
  
  /s/ RICHARD F. OBER, JR.
  --------------------------------------------
  Richard F. Ober, Jr., Member of Benefits Committee
  
  
                                        II-7
  
  
  <PAGE>   10
  
  
                                    EXHIBIT INDEX
  
  
  
  EXHIBIT
  NUMBER         EXHIBIT
  
  5.1            Opinion of William C. Mutterperl, Esq., as to the legality of the
                 securities offered herein.
  
  5.2            IRS Determination Letter Regarding the Savings Plan
  
  23.1           Consent of William C. Mutterperl, Esq. (included in Exhibit 5)
  
  23.2           Consent of PricewaterhouseCoopers LLP (the Registrant)
  
  23.3           Consent of KPMG LLP (the Savings Plan)
  
  24             Power of Attorney of certain officers and directors (included on
                 pages II-4 to II-6)
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b38629ffs-8.txt", "description": "FLEETBOSTON FINANCIAL", "secsgml_size_bytes": 24591}]
metadata_filer: {"company-data": {"conformed-name": "FLEETBOSTON FINANCIAL CORP", "cik": "0000050341", "assigned-sic": "6021", "irs-number": "050341324", "state-of-incorporation": "RI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56930", "film-number": "1567021"}, "business-address": {"street1": "100 FEDERAL STREET", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "6173464000"}, "mail-address": {"street1": "100 FEDERAL STREET", "city": "BOSTON", "state": "MA", "zip": "02210"}, "former-company": [{"former-conformed-name": "FLEET BOSTON CORP", "date-changed": "19991001"}, {"former-conformed-name": "FLEET NORSTAR FINANCIAL GROUP INC", "date-changed": "19920525"}, {"former-conformed-name": "FLEET FINANCIAL GROUP INC", "date-changed": "19880110"}]}
text: 1
       As filed with the Securities and Exchange Commission on March 13, 2001
                                                             Registration No. 333-
  --------------------------------------------------------------------------------
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                      ----------------------------------------
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                          FLEETBOSTON FINANCIAL CORPORATION
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                      -----------------------------------------
  
                RHODE ISLAND                                     05-0341324
      (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)
  
                SUMMIT BANCORP. 1993 INCENTIVE STOCK AND OPTION PLAN
                   SUMMIT BANCORP. 1999 NON-EXECUTIVE OPTION PLAN
                       SUMMIT BANCORP. SAVINGS INCENTIVE PLAN
                             (FULL TITLES OF THE PLANS)
                            ----------------------------
  WILLIAM C. MUTTERPERL, ESQ.                                             GARY A. SPIESS, ESQ.
        EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY             SENIOR VICE PRESIDENT AND SENIOR DEPUTY GENERAL COUNSEL,
                   FLEETBOSTON FINANCIAL CORPORATION                                           ASSISTANT SECRETARY
                           100 FEDERAL STREET                                           FLEETBOSTON FINANCIAL CORPORATION
                      BOSTON, MASSACHUSETTS 02110                                              100 FEDERAL STREET
                              617-434-9587                                                 BOSTON, MASSACHUSETTS 02110
                                                                                                  617-434-2870
  (NAMES, ADDRESSES AND TELEPHONE NUMBERS, INCLUDING AREA CODES, OF
                                AGENTS FOR SERVICE)
                                      Copy to:
  
                                JANICE B. LIVA, ESQ.
                   DEPUTY GENERAL COUNSEL AND ASSISTANT SECRETARY
                          FLEETBOSTON FINANCIAL CORPORATION
                                 100 FEDERAL STREET
                             BOSTON, MASSACHUSETTS 02110
                                    617-434-8630
                     -------------------------------------------
                           CALCULATION OF REGISTRATION FEE
  ==================================== ==================== ==================== ==================== ====================
                                                                    PROPOSED MAXIMUM     PROPOSED MAXIMUM
                                                    AMOUNT         OFFERING PRICE PER   AGGREGATE OFFERING        AMOUNT OF
                 TITLE OF SECURITIES                 TO BE              SHARE (1)            PRICE (1)        REGISTRATION FEE
                  TO BE REGISTERED                REGISTERED                                                         (1)
         ------------------------------------ -------------------- -------------------- -------------------- --------------------
  Common Stock, par value
                 $.01 per share (2)            10,100,000 shares         $37.02           $373,851,500.00         $93,463.00
         ------------------------------------ -------------------- -------------------- -------------------- --------------------
  
          Participation Interests in Summit           (3)                  (4)                  (4)                  (4)
           Bancorp. Savings Incentive Plan
         ==================================== ==================== ==================== ==================== ====================
  (1)  Computed pursuant to Rule 457(h) solely for the purpose of determining the
       registration fee, based on the average of the high and low prices of the
       Registrant's Common Stock as reported by the New York Stock Exchange on
       March 12, 2001.
  
  (2)  Including preferred share purchase rights.
  
  (3)  Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
       Statement also covers an indeterminate amount of interests to be offered or
       sold pursuant to the Summit Bancorp. Savings Incentive Plan.
  
  (4)  Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no additional
       fee is required.
  2
  
                                  EXPLANATORY NOTE
  
           This Registration Statement on Form S-8 complements Post-Effective
  Amendment No. 1 on Form S-8 ("Amendment No. 1") to the Registration Statement on
  Form S-4 (File No. 333-50346) (the "Original Registration Statement") of
  FleetBoston Financial Corporation, a Rhode Island corporation (the
  "Registrant"). On March 1, 2000, Summit Bancorp., a New Jersey corporation
  ("Summit") merged with and into the Registrant (the "Merger"), with the
  Registrant as the surviving corporation in the Merger. Pursuant to the terms of
  the Merger, all outstanding Summit stock options exercisable for the common
  stock, par value $0.80 per share, of Summit ("Summit Common Stock") were
  converted into stock options exercisable for the common stock, par value $.01
  per share, of the Registrant ("FleetBoston Common Stock") based on a formula
  which was described in the Original Registration Statement. In addition,
  modifications are being made to Summit's Savings Incentive Plan (the "Savings
  Plan") to provide for the ongoing issuance of FleetBoston Common Stock in lieu
  of Summit Common Stock, as provided in the Savings Plan, after the effective
  time of the Merger; updated offering materials are also being sent to
  participants in the Savings Plan. The shares related to certain stock plans of
  Summit were registered pursuant to Amendment No. 1; the remainder of those
  shares are being registered pursuant to this Registration Statement.
  3
  
                                        II-9
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.      INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed by the Registrant with the
  Securities and Exchange Commission (the "Commission") pursuant to the Securities
  Exchange Act of 1934 (the "Exchange Act") are incorporated by reference into
  this Registration Statement:
  
           (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 2000;
  
           (b)      The Registrant's current reports on Form 8-K filed January 17,
                    2001 and March 1, 2001;
  
           (c)      The description of the Registrant's common stock contained in
                    a Registration Statement filed by Industrial National
                    Corporation (predecessor to the Registrant) on Form 8-B dated
                    May 29, 1970, and any amendment or report filed for the
                    purpose of updating such description; and
  
           (d)      The description of the Preferred Share Purchase Rights
                    contained in the Registration Statement on Form 8-A dated
                    November 7, 2000.
  
           The Summit Bancorp. Savings Incentive Plan (the "Savings Plan") hereby
  incorporates by reference into this Registration Statement the Savings Plan's
  Annual Report on Form 11-K for the fiscal year ended December 31, 1999, as
  heretofore filed with the Commission.
  
               All documents subsequently filed by the Registrant or the Savings
  Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
  to the filing of a post-effective amendment to this Registration Statement which
  indicates that all of the shares of common stock offered have been sold or which
  deregisters all such shares 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. Any statement contained in a document
  incorporated or deemed incorporated by reference herein shall be deemed to be
  modified or superseded for purposes of this Registration Statement to the extent
  that a statement contained herein or in any other subsequently filed document
  which also is or is deemed to be incorporated by reference herein modifies or
  supersedes such statement. Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute a part of this
  Registration Statement.
  
  ITEM 4.      DESCRIPTION OF SECURITIES.
  
               Not applicable.
  
                                        II-1
  4
  
  ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
               The validity of the securities offered hereby will be passed upon
  for the Reigstrant by William C. Mutterperl, General Counsel of the Corporation,
  100 Federal Street, Boston, Massachusetts 02110. Mr. Mutterperl is also an
  officer of certain subsidiaries of the Corporation. As of March 1, 2001, Mr.
  Mutterperl had a direct or indirect interest in 102,199 shares of FleetBoston
  Common Stock and had options to purchase an additional 350,000 shares, of which
  options to purchase 241,667 shares will be exercisable within 60 days after
  March 1, 2001.
  
  ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
               The Registrant's By-laws provide for indemnification to the extent
  permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law.
  Such section, as adopted by the By-laws, requires the Registrant to indemnify
  directors, officers, employees or agents against judgments, fines, reasonable
  costs, expenses and counsel fees paid or incurred in connection with any
  proceeding to which such director, officer, employee or agent or his legal
  representative may be a party (or for testifying when not a party) by reason of
  his being a director, officer, employee or agent, provided that such director,
  officer, employee or agent shall have acted in good faith and shall have
  reasonably believed (a) if he was acting in his official capacity that his
  conduct was in the Registrant's best interest, (b) in all other cases that his
  conduct was at least not opposed to its best interests, and (c) in the case of
  any criminal proceeding, he had no reasonable cause to believe his conduct was
  unlawful. The Registrant's By-laws provide that such rights to indemnification
  are contract rights and that the expenses incurred by an indemnified person
  shall be paid in advance of a final disposition of any proceeding, provided
  however, that if required under applicable law, such person must deliver a
  written affirmation that he has met the standards of care required under such
  provisions to be entitled to indemnification and provides an undertaking by or
  on behalf of such person to repay all amounts advanced if it is ultimately
  determined that such person is not entitled to indemnification. With respect to
  possible indemnification of directors, officers and controlling persons of the
  Registrant for liabilities arising under the Securities Act of 1933 (the "Act")
  pursuant to such provisions, the Registrant is aware that the Securities and
  Exchange Commission has publicly taken the position that such indemnification is
  against public policy as expressed in the Act and is, therefore, unenforceable.
  
  ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.
  
               Not applicable.
  
  ITEM 8.      EXHIBITS.
  
               A list of the exhibits included as part of this Registration
  Statement is set forth in the Exhibit Index which immediately precedes such
  exhibits and is hereby incorporated by reference herein.
  
  ITEM 9.      UNDERTAKINGS.
  
               The Corporation hereby undertakes:
  
                                        II-2
  5
  
           (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 Act;
  
                    ii.      To reflect in the prospectus any facts or events
                             arising after the effective date of this Registration
                             Statement (or the most recent post-effective
                             amendment thereof) which, individually or in the
                             aggregate, represent a fundamental change in the
                             information set forth in this Registration Statement
                             (or the most recent post-effective amendment
                             thereto); 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 i. and ii. shall not apply if the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed by the Registrant pursuant to Section 13 or
  Section 15(d) of the Exchange Act that are incorporated by reference in this
  Registration Statement.
  
           (2)      That, for the purpose of determining any liability under the
                    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 Registrant hereby undertakes that, for purposes of determining
  any liability under the 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.
  
               Insofar as indemnification for liabilities arising under the Act
  may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the provisions described in Item 6, or otherwise, the
  Registrant has been advised that in the opinion of the 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.
  
                                        II-3
  6
  
                                     SIGNATURES
  
               Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe it meets all the
  requirements for filing on Form S-8 and has duly caused this Form S-8
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized in the City of Boston, and the Commonwealth of Massachusetts, on
  the 12th day of March, 2001.
  
                                      FLEETBOSTON FINANCIAL CORPORATION
  
                                      By:    /s/ TERRENCE MURRAY
                                             ------------------------------------
                                             Terrence Murray
                                             Chairman and Chief Executive Officer
  
               Each person whose signature appears below hereby constitutes and
  appoints the Chairman and Chief Executive Officer, the President and Chief
  Operating Officer, the Vice Chairman and Chief Financial Officer, the Chief
  Accounting Officer, the Secretary or the Senior Deputy General Counsel, or any
  of them, acting alone, as his true and lawful attorney-in-fact, with full power
  and authority to execute in the name, place and stead of each such person in any
  and all capacities and to file, an amendment or amendments to the Registration
  Statement (and all exhibits thereto) and any documents relating thereto, which
  amendments may make such changes in the Registration Statement as said officer
  or officers so acting deem(s) advisable.
  
               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 12th day of March, 2001.
  SIGNATURE                                                     TITLE
  /s/ TERRENCE MURRAY                    Chairman, Chief Executive Officer and Director
  ---------------------------------------
           Terrence Murray
  
           /s/ CHARLES K. GIFFORD                 President, Chief Operating Officer and Director
  ---------------------------------------
           Charles K. Gifford
                                                  President of Consumer Banking and Investment Services
           /s/ ROBERT J. HIGGINS                  and Director
  ---------------------------------------
           Robert J. Higgins
  
           /s/ HENRIQUE C. MEIRELLES              President of Corporate and Global Banking and Director
  ---------------------------------------
           Henrique C. Meirelles
  
           /s/ EUGENE M. MCQUADE                  Vice Chairman and Chief Financial Officer
  ---------------------------------------
           Eugene M. McQuade
  
           /s/ ERNEST L. PUSCHAVER                Chief Accounting Officer
  ---------------------------------------
           Ernest L. Puschaver
  II-4
  7
  
                  SIGNATURE                                   TITLE
  
          /s/ JOEL B. ALVORD                                 Director
  ----------------------------------------
          Joel B. Alvord
  
          /s/ WILLIAM BARNET, III                            Director
  ----------------------------------------
          William Barnet, III
  
          /s/ DANIEL P. BURNHAM                              Director
  ----------------------------------------
          Daniel P. Burnham
  
          /s/ PAUL J. CHOQUETTE, JR.                         Director
  ----------------------------------------
          Paul J. Choquette, Jr.
  
          /s/ JOHN T. COLLINS                                Director
  ----------------------------------------
          John T. Collins
  
          /s/ WILLIAM F. CONNELL                             Director
  ----------------------------------------
          William F. Connell
  
          /s/ GARY L. COUNTRYMAN                             Director
  ----------------------------------------
          Gary L. Countryman
  
                                                             Director
  ----------------------------------------
          T. J. Dermot Dunphy
  
          /s/ ALICE F. EMERSON                               Director
  ----------------------------------------
          Alice F. Emerson
  
          /s/ JAMES F. HARDYMON                              Director
  ----------------------------------------
          James F. Hardymon
  
          /s/ MARIAN L. HEARD                                Director
  ----------------------------------------
          Marian L. Heard
  
                                                             Director
  ----------------------------------------
          Robert M. Kavner
  
          /s/ THOMAS J. MAY                                  Director
  ----------------------------------------
          Thomas J. May
  
          /s/ DONALD F. MCHENRY                              Director
  ----------------------------------------
          Donald F. McHenry
  
          /s/ MICHAEL B. PICOTTE                             Director
  ----------------------------------------
          Michael B. Picotte
  
                                        II-5
  8
  
                  Signature                                      Title
  
            /s/ THOMAS R. PIPER                                 Director
  ----------------------------------------
            Thomas R. Piper
  
            /s/ THOMAS C. QUICK                                 Director
  ----------------------------------------
            Thomas C. Quick
  
            /s/ FRANCENE S. RODGERS                             Director
  ----------------------------------------
            Francene S. Rodgers
  
                                                                Director
  ----------------------------------------
            John W. Rowe
  
                                                                Director
  ----------------------------------------
            Thomas M. Ryan
  
                                                                Director
  ----------------------------------------
            T. Joseph Semrod
  
            /s/ PAUL R. TREGURTHA                               Director
  ----------------------------------------
            Paul R. Tregurtha
  
                                        II-6
  9
  
               Pursuant to the requirements of the Securities Act of 1933, the
  trustees (or other persons who administer the employee benefit plan) have duly
  caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the Township of West Windsor, State
  of New Jersey, on the 12th day of March, 2001.
  
                                 Summit Bancorp. Savings Incentive Plan
  
                                 By: /s/ ALFRED M. D'AUGUSTA
                                     ---------------------------------------------
                                      Alfred M. D'Augusta
                                      Chairman, Summit Bancorp. Benefits Committee
  
           Pursuant to the requirements the Securities Act of 1933, this
  Registration statement has been signed below on the 12th day of March, 2001 by
  the following persons in the capacities indicated.
  
  /s/ ALFRED M. D'AUGUSTA
  --------------------------------------------
  Alfred M. D'Augusta, Chairman and Member of Benefits Committee
  
  /s/ JOHN G. COLLINS
  --------------------------------------------
  John G. Collins, Member of Benefits Committee
  
  /s/ RICHARD F. OBER, JR.
  --------------------------------------------
  Richard F. Ober, Jr., Member of Benefits Committee
  
                                        II-7
  10
  
                                    EXHIBIT INDEX
  
  EXHIBIT
  NUMBER         EXHIBIT
  
  5.1            Opinion of William C. Mutterperl, Esq., as to the legality of the
                 securities offered herein.
  
  5.2            IRS Determination Letter Regarding the Savings Plan
  
  23.1           Consent of William C. Mutterperl, Esq. (included in Exhibit 5)
  
  23.2           Consent of PricewaterhouseCoopers LLP (the Registrant)
  
  23.3           Consent of KPMG LLP (the Savings Plan)
  
  24             Power of Attorney of certain officers and directors (included on
                 pages II-4 to II-6)