EXHIBIT 13(b)

REPORT OF INDEPENDENT ACCOUNTANTS
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The Board of Directors and Stockholders
Bank of Boston Corporation:

We have audited the accompanying consolidated balance sheets of Bank of Boston
Corporation and Subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the years in the three year period ended December 31, 1994.
These financial statements are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance as to whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Bank of Boston
Corporation and Subsidiaries as of December 31, 1994 and 1993, and the
consolidated results of their operations and cash flows for each of the years in
the three year period ended December 31, 1994 in conformity with generally
accepted accounting principles.

As discussed in Notes 1, 9, 16 and 20 to the financial statements, the
Corporation has adopted Statement of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions,"
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes," and changed its method of accounting for purchased mortgage servicing
rights, effective January 1, 1993; and adopted Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," effective December 31, 1993.

/s/ COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 19, 1995

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