SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) October 17, 2001
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                        FLEETBOSTON FINANCIAL CORPORATION
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             (Exact name of registrant as specified in its charter)


                                  RHODE ISLAND
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                 (State or other jurisdiction of incorporation)


                  1-6366                                 05-0341324
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         (Commission File Number)             (IRS Employer Identification No.)


      100 Federal Street, Boston, MA                       02110
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 (Address of principal executive offices)                (Zip Code)


        Registrant's telephone number, including area code: 617-434-2200
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          (Former name or former address, if changed since last report)



Item 5.          OTHER EVENTS.

                 Earlier today, FleetBoston's Chief Financial Officer, Eugene M.
                 McQuade, reviewed third quarter results of $766 million or $.70
                 per diluted share. Mr. McQuade discussed the impact of the
                 slowing economy and lower business volumes on FleetBoston's
                 operations. In light of these conditions, he characterized
                 FleetBoston's operating earnings coming out of the third
                 quarter to be in the low to mid $.60 per diluted share range
                 and expected that the fourth quarter of this year would be no
                 higher than that. He further stated that the current outlook
                 for 2002 performance has been revised to a range of $3.25-$3.35
                 per diluted share, which is in the lower range of current
                 analyst expectations. Mr. McQuade reiterated the company's
                 focus on generating internal growth and described a number of
                 customer initiatives underway.

                 A replay of Mr. McQuade's conference call is available until
                 October 19, 2001 at 6:00 P.M. (Eastern Daylight Time).
                 Domestic callers can access the playback by calling
                 1-888-566-0055. International callers should call
                 402-998-1142.

                                       *************

                 This report contains forward-lookng statements that involve
                 risks and uncertainties that could cause actual results to
                 differ materially from estimates. These risks and
                 uncertainties include, among other things, (1) changes in
                 general political and economic conditions, either domestically
                 or internationally, including the economic effects of the
                 September 11, 2001 terrorist attacks against the United States
                 and the response of the United States to those attacks, the
                 continuing weakness in the Latin American economies,
                 particularly Argentina, and a further deterioration in credit
                 quality, including the resultant effect on the level of the
                 Corporation's nonperforming assets and chargeoffs; (2)
                 interest rate and currency fluctuations, equity and bond
                 market fluctuations and perceptions, including continued
                 weakness in the global capital markets and the impact of such
                 weakness on the Corporation's Principal Investing and other
                 capital markets businesses; (3) changes in the competitive
                 environment for financial services organizations and the
                 Corporation's ability to manage those changes; (4) legislative
                 or regulatory developments, including changes in laws
                 concerning taxes, banking, securities, insurance and other
                 aspects of the financial services industry; (5) technological
                 changes, including the impact of the Internet on the
                 Corporation's businesses; (6) the ability of the Corporation
                 to fully realize expected cost savings and realize those
                 savings within the expected timeframes; and (7) the level of
                 costs related to the integration of acquired businesses. For
                 further information, please refer to the Corporation's
                 previous filings with the SEC.




                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                              FLEETBOSTON FINANCIAL CORPORATION
                              ---------------------------------
                                          Registrant


                                By:   /s/  Eugene M. McQuade
                                   ----------------------------
                                         Eugene M. McQuade
                                         Vice Chairman and
                                       Chief Financial Officer



Dated:  October 17, 2001