FOR IMMEDIATE RELEASE                                          AT
TUESDAY, JUNE 18, 1996                             (202) 616-2771
                                               TDD (202) 514-1888

JUSTICE DEPARTMENT REQUIRES BANK OF BOSTON AND BAYBANKS TO DIVEST
   MORE THAN 20 BRANCHES, WORTH $860 MILLION, IN ORDER TO MERGE

     WASHINGTON, D.C. -- The Department of Justice reached an
agreement today with Bank of Boston and BayBanks that will allow
their $2 billion proposed merger to go forward after they agreed
to sell off 20 bank branch offices with total deposits of about 
$860 million to USTrust to resolve concerns about preserving
competition.  The Department's Antitrust Division conducted a
joint investigation with the Office of the Massachusetts Attorney
General.
     The banks agreed to sell 16 BayBanks and four Bank of Boston
branch offices in the Boston metropolitan area in response to the
Antitrust Division's concerns that the merger as originally
proposed would lessen competition for banking services available
to small and medium-sized businesses.
     Anne K. Bingaman, Assistant Attorney General in charge of
the Department's Antitrust Division, said, "The Bank of Boston
and BayBanks merger presented a significant risk to competition
for business banking services in Boston and the surrounding
metropolitan area.  These divestitures will preserve competition 
in banking services provided to small and middle-sized
businesses."
     The Department said it will advise the Federal Reserve Board
that, subject to divestiture of the branch offices and associated
loans and deposits, the Department will not challenge the merger.
     Bingaman added that the agreement also exemplifies the close
cooperation between federal and state antitrust enforcement
agencies which this administration has emphasized.
     The banks also agreed that they would take no steps to
preclude financial institutions from leasing or purchasing bank
branches they may close due to consolidation.  Subject to
regulatory approvals, the 20 branches and associated loans and
deposits that Bank of Boston and BayBanks will divest are to be
acquired by USTrust.
     Bank of Boston is based in Boston and has about 500 offices
nationally with about $30 billion in deposits and $47 billion in
assets.
     BayBanks is based in Boston and has more than 200 offices
with about $10 billion in deposits and about $12 billion in
assets.
     USTrust is also based in Boston and after the divestiture
occurs will have 48 offices with about $2.2 billion in deposits
and $2.7 billion in assets.
     The proposed merger of Bank of Boston and BayBanks is
subject to the approval of the Federal Reserve Board.  
     A list of the branches to be sold is attached.
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