content: <PAGE>   1
        As filed with the Securities and Exchange Commission on July 29, 1996
                                                    Registration No. 333-_______
  
  - --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
                               ----------------------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             BANK OF BOSTON CORPORATION
               (Exact name of registrant as specified in its charter)
  
                           ------------------------------
  
             MASSACHUSETTS                                   04-2471221
    (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                      Identification No.)
  
    100 FEDERAL STREET, BOSTON, MASSACHUSETTS                   02110
     (Address of Principal Executive Offices)                 (Zip Code)
  
      1978 STOCK OPTION PLAN FOR KEY EMPLOYEES OF BAYBANKS, INC. AND AFFILIATES
  
      1988 STOCK OPTION PLAN FOR KEY EMPLOYEES OF BAYBANKS, INC. AND AFFILIATES
  
           BAYBANKS, INC. SAVINGS, PROFIT SHARING AND STOCK OWNERSHIP PLAN
                             (Full titles of the plans)
  
                            ----------------------------
  
  
     GARY A. SPIESS, ESQ.                       JANICE B. LIVA, ESQ.
   General Counsel and Clerk        Assistant General Counsel and Assistant Clerk
  BANK OF BOSTON CORPORATION                 BANK OF BOSTON CORPORATION
      100 FEDERAL STREET                         100 FEDERAL STREET
  BOSTON, MASSACHUSETTS 02110                BOSTON, MASSACHUSETTS 02110
         617-434-2870                               617-434-8630
  
           (Names, addresses and telephone numbers, including area codes,
                               of agents for service)
  
                     -------------------------------------------
  
  <TABLE>
  
                                    CALCULATION OF REGISTRATION FEE
  ===================================================================================================
  <CAPTION>
  
                                              Proposed            Proposed 
                               Amount          Maximum             Maximum            Amount of
   Title of Securities         to be      Offering Price Per      Aggregate        Registration Fee
   to be Registered(1)      Registered(1)       Unit(2)       Offering Price(2)          (2)
  - ---------------------------------------------------------------------------------------------------
  <S>                      <C>                 <C>               <C>                  <C>
  Common Stock, par value  750,000 shares      $51.625           $38,718,750          $13,351.29
  $1.50 per share (3)
  ===================================================================================================
  <FN>
  
  (1)  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 BayBanks, Inc. Savings, Profit Sharing and Stock
       Ownership Plan.
  
  (2)  Estimated solely for the purpose of computing the registration fee pursuant
       to Rule 457(c) based on the average of the high and low prices of the
       Common Stock on July 23, 1996, as reported on the consolidated reporting
       system.
  
  (3)  Includes Preferred Stock Purchase Rights. Prior to the occurrence of
       certain events, the Rights will not be exercisable or evidenced separately
       from the Common Stock.
  </TABLE>
  
  
  
  
  <PAGE>   2
  
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   Incorporation of Documents by Reference.
  
            Bank of Boston Corporation (the "Corporation") hereby incorporates by
  reference into this registration statement the following documents and
  information heretofore filed with the Securities and Exchange Commission (the
  "Commission"):
  
            a.   The Corporation's latest annual report filed pursuant to Section
                 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
                 (the "Exchange Act");
  
            b.   All other reports filed by the Corporation pursuant to Section
                 13(a) or 15(d) of the Exchange Act since the end of the fiscal
                 year covered by the annual report referred to in (a) above;
  
            c.   The description of the Corporation's common stock (the "Common
                 Stock") contained in the Corporation's registration statement
                 filed under Section 12 of the Exchange Act, including any
                 amendment or report filed for the purpose of updating such
                 description; and
  
            d.   The description of the Corporation's Preferred Stock Purchase
                 Rights contained in the Corporation's registration statement on
                 Form 8-A dated July 2, 1990, including any amendment or report
                 filed for the purpose of updating such description.
  
            The BayBanks, Inc. Savings, Profit Sharing and Stock Ownership Plan 
  (the "Savings Plan") hereby incorporates by reference into this registration
  statement the Savings Plan's latest annual report filed pursuant to the Exchange
  Act, as heretofore filed with the Commission.
  
            All documents subsequently filed by the Corporation or the Savings 
  Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
  to the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference herein and to be a part
  hereof from the date of filing of such documents.
  
  Item 4.   Description of Securities.
  
            Not applicable.
  
                                        -2-
  
  <PAGE>   3
  
  
  Item 5.   Interests of Named Experts and Counsel.
  
            The validity of the shares of Common Stock and the interests offered 
  herein has been passed upon for the Corporation by Gary A. Spiess, General
  Counsel of the Corporation, 100 Federal Street, Boston, Massachusetts 02110. Mr.
  Spiess is also an officer of certain other subsidiaries of the Corporation. As
  of July 15, 1996, Mr. Spiess had a direct or indirect interest in 31,729 shares
  of Common Stock and had options to purchase an additional 60,083 shares, of
  which options to purchase 42,116 shares will be exercisable within 60 days after
  July 15, 1996.
  
  Item 6.   Indemnification of Directors and Officers.
  
            Section 67 of Chapter 156B of the Massachusetts General Laws 
  authorizes a corporation to indemnify any director, officer, employee or other
  agent of the corporation to whatever extent specified in or authorized by (a)
  the articles of organization, (b) a by-law adopted by the stockholders or (c) a
  vote adopted by the holders of a majority of the shares of stock entitled to
  vote on the election of directors.
  
            The Corporation's By-Laws provide indemnity to the Corporation's 
  directors and officers, in such capacity or as directors or officers of a
  wholly-owned subsidiary of the Corporation, and to directors of wholly-owned
  subsidiaries of the Corporation for liability resulting from judgments, fines,
  expenses or settlement amounts incurred in connection with any action, including
  an action by or in the right of the Corporation, brought against such person in
  such capacity. Under Massachusetts law and the By-laws, no indemnification may
  be provided for any person with respect to any matter as to which he or she
  shall have been adjudicated in any proceeding not to have acted in good faith in
  the reasonable belief that his or her action was in the best interest of the
  Corporation or of such subsidiary. The By-Laws also provide that, with respect
  to any matter disposed of by a compromise payment by such director or officer
  pursuant to a consent decree or otherwise, no indemnification shall be provided
  unless such indemnification shall be ordered by a court or such compromise shall
  be approved as being in the best interest of the Corporation, after notice that
  it involves such indemnification: (a) by a disinterested majority of the
  directors then in office, (b) by a majority of the disinterested directors then
  in office, provided that there has been obtained an opinion in writing of
  independent counsel to the effect that such person appears to have acted in good
  faith in the reasonable belief that his or her action was in the best interests
  of the Corporation or (c) by the holders of a majority of the outstanding stock
  at the time entitled to vote for directors, exclusive of any stock owned by any
  interested director or officer. Under Massachusetts law, a court may uphold
  indemnification in connection with a suit in which there is a recovery by or in
  the right of the corporation.
  
            The By-Laws also provide for indemnification for all other officers 
  of the Corporation's wholly-owned subsidiaries to the extent authorized by the
  Board of Directors in each individual case, based on the same statutory standard
  set forth in the preceding paragraph. Where such a person is wholly successful
  in defending the claim, he or she shall be entitled to indemnification.
  Directors and officers of other subsidiaries and employees and agents of the
  
  
                                        -3-
  
  <PAGE>   4
  
  
  Corporation and any subsidiaries may be indemnified as determined by the Board
  from time to time.
  
            In addition, as permitted by Section 67 of Chapter 156B of the
  Massachusetts General Laws, the Corporation maintains liability insurance
  covering directors and officers of the Corporation and its subsidiaries.
  
  Item 7.   Exemption from Registration Claimed.
  
            Not applicable.
  
  Item 8.   Exhibits.
  
            5(a)  Opinion of Gary A. Spiess, Esq., as to the validity of the 
                  shares of Common Stock and the interests offered herein.
  
            5(b)  Internal Revenue Service determination letter that the Savings
                  Plan is qualified under Section 401 of the Internal Revenue 
                  Code.
  
            23(a) Consent of Gary A. Spiess, Esq. (included in Exhibit 5(a)).
  
            23(b) Consent of Coopers & Lybrand L.L.P.
  
            23(c) Consent of KPMG Peat Marwick LLP.
  
            24    Power of Attorney of certain officers and directors.
  
  Item 9.   Undertakings.
  
            The Corporation hereby undertakes:
  
            (1)  To file, during any period in which offers or sales are being
                 made, a post-effective amendment to this registration statement
                 to include any material information with respect to the plan of
                 distribution not previously disclosed in the registration
                 statement or any material change to such information in the
                 registration statement;
  
            (2)  That, for the purpose of determining any liability under the
                 Securities Act of 1933, as amended (the "Securities Act"), each
                 such post-effective amendment shall be deemed to be a new
                 registration statement relating to the securities offered
                 therein, and the offering of such securities at that time shall
                 be deemed to be the initial bona fide offering thereof; and
  
  
                                        -4-
  
  <PAGE>   5
  
            (3)  To remove from registration by means of a post-effective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the offering.
  
            The Corporation hereby undertakes that, for purposes of determining 
  any liability under the Securities Act, each filing of the Corporation's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each
  filing of the Savings Plan's annual report pursuant to Section 15(d) of the
  Exchange Act) that is incorporated by reference in the registration statement
  shall be deemed to be a new registration statement relating to the securities
  offered herein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.
  
            Insofar as indemnification for liabilities arising under the 
  Securities Act may be permitted to directors, officers and controlling persons
  of the Corporation pursuant to the provisions described in Item 6, or otherwise,
  the Corporation has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Corporation of expenses
  incurred or paid by a director, officer or controlling person of the Corporation
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Corporation will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a court of
  appropriate jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the Securities Act and will be governed by
  the final adjudication of such issue.
  
  
                                        -5-
  <PAGE>   6
  
  
                                     SIGNATURES
  
            Pursuant to the requirements of the Securities Act of 1933, the 
  Corporation certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the
  26th day of July, 1996.
  
  
  
                                      BANK OF BOSTON CORPORATION
  
  
                                      By      /s/ GARY A. SPIESS
                                         -----------------------------
                                               (Gary A. Spiess)
                                          (General Counsel and Clerk)
  
  
  
  
            Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  
  
          SIGNATURE                           TITLE                      DATE
          ---------                           -----                      ----
  
                                      Chairman of the Board of 
    /s/ CHARLES K. GIFFORD*           Directors, Chief Executive 
  - --------------------------------    Officer and Director (Chief 
       (Charles K. Gifford)           Executive Officer)             July 26, 1996
          
  
                                      President and Chief
  /s/ HENRIQUE DE CAMPOS MEIRELLES    Operating Officer              July 26, 1996
  - ---------------------------------   and Director
     (Henrique de Campos Meirelles)
                                                                             
  
                                      Vice Chairman, Chief 
    /s/ WILLIAM J. SHEA*              Financial Officer and 
  - ---------------------------------   Treasurer (Chief Financial     July 26, 1996
       (William J. Shea)              Officer)                       
  
                                     
  
  
  
    /s/ ROBERT T. JEFFERSON*          Comptroller (Chief Accounting  July 26, 1996
  - ---------------------------------   Officer)                       
       (Robert T. Jefferson)          
  
  
                                        -6-
  
  <PAGE>   7
  
  
          SIGNATURE                        TITLE                        DATE
          ---------                        -----                        ----
  
     /s/ WAYNE A. BUDD*
  - ----------------------------            Director                  July 26, 1996
        (Wayne A. Budd)
  
  
    /s/ WILLIAM F. CONNELL*               Director                  July 26, 1996
  - ---------------------------- 
       (William F. Connell)
  
  
     /s/ GARY L. COUNTRYMAN*              Director                  July 26, 1996
  - ---------------------------- 
        (Gary L. Countryman)
  
    /s/ ALICE F. EMERSON*
  - ----------------------------            Director                  July 26, 1996
       (Alice F. Emerson)
  
     /s/ THOMAS J. MAY*
  - ----------------------------            Director                  July 26, 1996
        (Thomas J. May)
  
   /s/ DONALD F. MCHENRY*
  - ----------------------------            Director                  July 26, 1996
      (Donald F. McHenry)
  
  
     /s/ PAUL C. O'BRIEN*                 Director                  July 26, 1996
  - ---------------------------- 
        (Paul C. O'Brien)
  
  
       /s/ JOHN W. ROWE*                  Director                  July 26, 1996
  - ---------------------------- 
          (John W. Rowe)
  
  
     /s/ RICHARD A. SMITH*                Director                  July 26, 1996
  - ---------------------------- 
        (Richard A. Smith)
  
  
   /s/ WILLIAM C. VAN FAASEN*             Director                  July 26, 1996
  - ---------------------------- 
      (William C. Van Faasen)
  
  
     /s/ THOMAS B. WHEELER*               Director                  July 26, 1996
  - ---------------------------- 
        (Thomas B. Wheeler)
  
    /s/ ALFRED M. ZEIEN*
  - ----------------------------            Director                  July 26, 1996
       (Alfred M. Zeien)
  
  
  *By: /s/ GARY A. SPIESS
       ----------------------------- 
  (Gary A. Spiess, Attorney-in-Fact)
  
  
                                        -7-
  
  <PAGE>   8
  
  
            THE SAVINGS PLAN. Pursuant to the requirements of the Securities Act 
  of 1933, the Savings Plan has duly caused this registration statement to be
  signed on its behalf by the undersigned, thereunto duly authorized, in the City
  of Boston, Commonwealth of Massachusetts, on the 26th day of July, 1996.
  
  
                                       BAYBANKS, INC. SAVINGS, PROFIT 
                                       SHARING AND STOCK OWNERSHIP PLAN
  
  
                                       By       /s/ ILENE BEAL
                                          -----------------------------------
                                                   (Ilene Beal)
                                              (Chairman, the BayBanks
                                              Profit Sharing Committee)
  
  
                                        -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "BANK OF BOSTON CORPORATION", "secsgml_size_bytes": 18564}]
metadata_filer: {"company-data": {"conformed-name": "BANK OF BOSTON CORP", "cik": "0000036672", "assigned-sic": "6021", "irs-number": "042471221", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09041", "film-number": "96599989"}, "business-address": {"street1": "100 FEDERAL ST", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "6174342200"}, "former-company": {"former-conformed-name": "FIRST NATIONAL BOSTON CORP", "date-changed": "19830414"}}
text: 1
        As filed with the Securities and Exchange Commission on July 29, 1996
                                                    Registration No. 333-_______
  
  - --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
                               ----------------------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             BANK OF BOSTON CORPORATION
               (Exact name of registrant as specified in its charter)
  
                           ------------------------------
  
             MASSACHUSETTS                                   04-2471221
    (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                      Identification No.)
  
    100 FEDERAL STREET, BOSTON, MASSACHUSETTS                   02110
     (Address of Principal Executive Offices)                 (Zip Code)
  
      1978 STOCK OPTION PLAN FOR KEY EMPLOYEES OF BAYBANKS, INC. AND AFFILIATES
  
      1988 STOCK OPTION PLAN FOR KEY EMPLOYEES OF BAYBANKS, INC. AND AFFILIATES
  
           BAYBANKS, INC. SAVINGS, PROFIT SHARING AND STOCK OWNERSHIP PLAN
                             (Full titles of the plans)
  
                            ----------------------------
  
     GARY A. SPIESS, ESQ.                       JANICE B. LIVA, ESQ.
   General Counsel and Clerk        Assistant General Counsel and Assistant Clerk
  BANK OF BOSTON CORPORATION                 BANK OF BOSTON CORPORATION
      100 FEDERAL STREET                         100 FEDERAL STREET
  BOSTON, MASSACHUSETTS 02110                BOSTON, MASSACHUSETTS 02110
         617-434-2870                               617-434-8630
  
           (Names, addresses and telephone numbers, including area codes,
                               of agents for service)
  
                     -------------------------------------------
  
                                    CALCULATION OF REGISTRATION FEE
  ===================================================================================================
  Proposed            Proposed 
                               Amount          Maximum             Maximum            Amount of
   Title of Securities         to be      Offering Price Per      Aggregate        Registration Fee
   to be Registered(1)      Registered(1)       Unit(2)       Offering Price(2)          (2)
  - ---------------------------------------------------------------------------------------------------
  Common Stock, par value  750,000 shares      $51.625           $38,718,750          $13,351.29
  $1.50 per share (3)
  ===================================================================================================
  (1)  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 BayBanks, Inc. Savings, Profit Sharing and Stock
       Ownership Plan.
  
  (2)  Estimated solely for the purpose of computing the registration fee pursuant
       to Rule 457(c) based on the average of the high and low prices of the
       Common Stock on July 23, 1996, as reported on the consolidated reporting
       system.
  
  (3)  Includes Preferred Stock Purchase Rights. Prior to the occurrence of
       certain events, the Rights will not be exercisable or evidenced separately
       from the Common Stock.
  2
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   Incorporation of Documents by Reference.
  
            Bank of Boston Corporation (the "Corporation") hereby incorporates by
  reference into this registration statement the following documents and
  information heretofore filed with the Securities and Exchange Commission (the
  "Commission"):
  
            a.   The Corporation's latest annual report filed pursuant to Section
                 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
                 (the "Exchange Act");
  
            b.   All other reports filed by the Corporation pursuant to Section
                 13(a) or 15(d) of the Exchange Act since the end of the fiscal
                 year covered by the annual report referred to in (a) above;
  
            c.   The description of the Corporation's common stock (the "Common
                 Stock") contained in the Corporation's registration statement
                 filed under Section 12 of the Exchange Act, including any
                 amendment or report filed for the purpose of updating such
                 description; and
  
            d.   The description of the Corporation's Preferred Stock Purchase
                 Rights contained in the Corporation's registration statement on
                 Form 8-A dated July 2, 1990, including any amendment or report
                 filed for the purpose of updating such description.
  
            The BayBanks, Inc. Savings, Profit Sharing and Stock Ownership Plan 
  (the "Savings Plan") hereby incorporates by reference into this registration
  statement the Savings Plan's latest annual report filed pursuant to the Exchange
  Act, as heretofore filed with the Commission.
  
            All documents subsequently filed by the Corporation or the Savings 
  Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
  to the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference herein and to be a part
  hereof from the date of filing of such documents.
  
  Item 4.   Description of Securities.
  
            Not applicable.
  
                                        -2-
  3
  
  Item 5.   Interests of Named Experts and Counsel.
  
            The validity of the shares of Common Stock and the interests offered 
  herein has been passed upon for the Corporation by Gary A. Spiess, General
  Counsel of the Corporation, 100 Federal Street, Boston, Massachusetts 02110. Mr.
  Spiess is also an officer of certain other subsidiaries of the Corporation. As
  of July 15, 1996, Mr. Spiess had a direct or indirect interest in 31,729 shares
  of Common Stock and had options to purchase an additional 60,083 shares, of
  which options to purchase 42,116 shares will be exercisable within 60 days after
  July 15, 1996.
  
  Item 6.   Indemnification of Directors and Officers.
  
            Section 67 of Chapter 156B of the Massachusetts General Laws 
  authorizes a corporation to indemnify any director, officer, employee or other
  agent of the corporation to whatever extent specified in or authorized by (a)
  the articles of organization, (b) a by-law adopted by the stockholders or (c) a
  vote adopted by the holders of a majority of the shares of stock entitled to
  vote on the election of directors.
  
            The Corporation's By-Laws provide indemnity to the Corporation's 
  directors and officers, in such capacity or as directors or officers of a
  wholly-owned subsidiary of the Corporation, and to directors of wholly-owned
  subsidiaries of the Corporation for liability resulting from judgments, fines,
  expenses or settlement amounts incurred in connection with any action, including
  an action by or in the right of the Corporation, brought against such person in
  such capacity. Under Massachusetts law and the By-laws, no indemnification may
  be provided for any person with respect to any matter as to which he or she
  shall have been adjudicated in any proceeding not to have acted in good faith in
  the reasonable belief that his or her action was in the best interest of the
  Corporation or of such subsidiary. The By-Laws also provide that, with respect
  to any matter disposed of by a compromise payment by such director or officer
  pursuant to a consent decree or otherwise, no indemnification shall be provided
  unless such indemnification shall be ordered by a court or such compromise shall
  be approved as being in the best interest of the Corporation, after notice that
  it involves such indemnification: (a) by a disinterested majority of the
  directors then in office, (b) by a majority of the disinterested directors then
  in office, provided that there has been obtained an opinion in writing of
  independent counsel to the effect that such person appears to have acted in good
  faith in the reasonable belief that his or her action was in the best interests
  of the Corporation or (c) by the holders of a majority of the outstanding stock
  at the time entitled to vote for directors, exclusive of any stock owned by any
  interested director or officer. Under Massachusetts law, a court may uphold
  indemnification in connection with a suit in which there is a recovery by or in
  the right of the corporation.
  
            The By-Laws also provide for indemnification for all other officers 
  of the Corporation's wholly-owned subsidiaries to the extent authorized by the
  Board of Directors in each individual case, based on the same statutory standard
  set forth in the preceding paragraph. Where such a person is wholly successful
  in defending the claim, he or she shall be entitled to indemnification.
  Directors and officers of other subsidiaries and employees and agents of the
  
                                        -3-
  4
  
  Corporation and any subsidiaries may be indemnified as determined by the Board
  from time to time.
  
            In addition, as permitted by Section 67 of Chapter 156B of the
  Massachusetts General Laws, the Corporation maintains liability insurance
  covering directors and officers of the Corporation and its subsidiaries.
  
  Item 7.   Exemption from Registration Claimed.
  
            Not applicable.
  
  Item 8.   Exhibits.
  
            5(a)  Opinion of Gary A. Spiess, Esq., as to the validity of the 
                  shares of Common Stock and the interests offered herein.
  
            5(b)  Internal Revenue Service determination letter that the Savings
                  Plan is qualified under Section 401 of the Internal Revenue 
                  Code.
  
            23(a) Consent of Gary A. Spiess, Esq. (included in Exhibit 5(a)).
  
            23(b) Consent of Coopers & Lybrand L.L.P.
  
            23(c) Consent of KPMG Peat Marwick LLP.
  
            24    Power of Attorney of certain officers and directors.
  
  Item 9.   Undertakings.
  
            The Corporation hereby undertakes:
  
            (1)  To file, during any period in which offers or sales are being
                 made, a post-effective amendment to this registration statement
                 to include any material information with respect to the plan of
                 distribution not previously disclosed in the registration
                 statement or any material change to such information in the
                 registration statement;
  
            (2)  That, for the purpose of determining any liability under the
                 Securities Act of 1933, as amended (the "Securities Act"), each
                 such post-effective amendment shall be deemed to be a new
                 registration statement relating to the securities offered
                 therein, and the offering of such securities at that time shall
                 be deemed to be the initial bona fide offering thereof; and
  
                                        -4-
  5
  
            (3)  To remove from registration by means of a post-effective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the offering.
  
            The Corporation hereby undertakes that, for purposes of determining 
  any liability under the Securities Act, each filing of the Corporation's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each
  filing of the Savings Plan's annual report pursuant to Section 15(d) of the
  Exchange Act) that is incorporated by reference in the registration statement
  shall be deemed to be a new registration statement relating to the securities
  offered herein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.
  
            Insofar as indemnification for liabilities arising under the 
  Securities Act may be permitted to directors, officers and controlling persons
  of the Corporation pursuant to the provisions described in Item 6, or otherwise,
  the Corporation has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Corporation of expenses
  incurred or paid by a director, officer or controlling person of the Corporation
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Corporation will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a court of
  appropriate jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the Securities Act and will be governed by
  the final adjudication of such issue.
  
                                        -5-
  6
  
                                     SIGNATURES
  
            Pursuant to the requirements of the Securities Act of 1933, the 
  Corporation certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the
  26th day of July, 1996.
  
                                      BANK OF BOSTON CORPORATION
  
                                      By      /s/ GARY A. SPIESS
                                         -----------------------------
                                               (Gary A. Spiess)
                                          (General Counsel and Clerk)
  
            Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  
          SIGNATURE                           TITLE                      DATE
          ---------                           -----                      ----
  
                                      Chairman of the Board of 
    /s/ CHARLES K. GIFFORD*           Directors, Chief Executive 
  - --------------------------------    Officer and Director (Chief 
       (Charles K. Gifford)           Executive Officer)             July 26, 1996
          
  
                                      President and Chief
  /s/ HENRIQUE DE CAMPOS MEIRELLES    Operating Officer              July 26, 1996
  - ---------------------------------   and Director
     (Henrique de Campos Meirelles)
                                                                             
  
                                      Vice Chairman, Chief 
    /s/ WILLIAM J. SHEA*              Financial Officer and 
  - ---------------------------------   Treasurer (Chief Financial     July 26, 1996
       (William J. Shea)              Officer)                       
  
                                     
  
    /s/ ROBERT T. JEFFERSON*          Comptroller (Chief Accounting  July 26, 1996
  - ---------------------------------   Officer)                       
       (Robert T. Jefferson)          
  
                                        -6-
  7
  
          SIGNATURE                        TITLE                        DATE
          ---------                        -----                        ----
  
     /s/ WAYNE A. BUDD*
  - ----------------------------            Director                  July 26, 1996
        (Wayne A. Budd)
  
    /s/ WILLIAM F. CONNELL*               Director                  July 26, 1996
  - ---------------------------- 
       (William F. Connell)
  
     /s/ GARY L. COUNTRYMAN*              Director                  July 26, 1996
  - ---------------------------- 
        (Gary L. Countryman)
  
    /s/ ALICE F. EMERSON*
  - ----------------------------            Director                  July 26, 1996
       (Alice F. Emerson)
  
     /s/ THOMAS J. MAY*
  - ----------------------------            Director                  July 26, 1996
        (Thomas J. May)
  
   /s/ DONALD F. MCHENRY*
  - ----------------------------            Director                  July 26, 1996
      (Donald F. McHenry)
  
     /s/ PAUL C. O'BRIEN*                 Director                  July 26, 1996
  - ---------------------------- 
        (Paul C. O'Brien)
  
       /s/ JOHN W. ROWE*                  Director                  July 26, 1996
  - ---------------------------- 
          (John W. Rowe)
  
     /s/ RICHARD A. SMITH*                Director                  July 26, 1996
  - ---------------------------- 
        (Richard A. Smith)
  
   /s/ WILLIAM C. VAN FAASEN*             Director                  July 26, 1996
  - ---------------------------- 
      (William C. Van Faasen)
  
     /s/ THOMAS B. WHEELER*               Director                  July 26, 1996
  - ---------------------------- 
        (Thomas B. Wheeler)
  
    /s/ ALFRED M. ZEIEN*
  - ----------------------------            Director                  July 26, 1996
       (Alfred M. Zeien)
  
  *By: /s/ GARY A. SPIESS
       ----------------------------- 
  (Gary A. Spiess, Attorney-in-Fact)
  
                                        -7-
  8
  
            THE SAVINGS PLAN. Pursuant to the requirements of the Securities Act 
  of 1933, the Savings Plan has duly caused this registration statement to be
  signed on its behalf by the undersigned, thereunto duly authorized, in the City
  of Boston, Commonwealth of Massachusetts, on the 26th day of July, 1996.
  
                                       BAYBANKS, INC. SAVINGS, PROFIT 
                                       SHARING AND STOCK OWNERSHIP PLAN
  
                                       By       /s/ ILENE BEAL
                                          -----------------------------------
                                                   (Ilene Beal)
                                              (Chairman, the BayBanks
                                              Profit Sharing Committee)
  
                                        -8-