SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GIFFORD CHARLES K

(Last)

(First)

(Middle)

FLEETBOSTON FINANCIAL CORPORATION

100 FEDERAL STREET

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FLEETBOSTON FINANCIAL CORP [ FBF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2004		D		430,151	D	^{( 1 )}	0	D
Common Stock	04/01/2004		D		981.4663	D	^{( 1 )}	0	I	As Custodian
Common Stock	04/01/2004		D		101,403	D	^{( 1 )}	0	I	By GRAT I
Common Stock	04/01/2004		D		166,618	D	^{( 1 )}	0	I	By GRAT II

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Stk Units ^{( 2 )}	^{( 2 )}	04/01/2004		D			150,000	^{( 2 )}	^{( 2 )}	Common Stk	150,000	$0	0	D
Restricted Stk Units ^{( 3 )}	^{( 3 )}	04/01/2004		D			144,445	^{( 3 )}	^{( 3 )}	Common Stk	144,445	$0	0	D
Emp Stk Option ^{( 4 )}	$29.4	04/01/2004		D			86,579	10/01/1999	01/23/2007	Common Stk	86,579	^{( 5 )}	0	D
Emp Stk Option ^{( 4 )}	$36.55	04/01/2004		D			50,881	10/01/1999	01/25/2006	Common Stk	50,881	^{( 5 )}	0	D
Emp Stk Option ^{( 4 )}	$36.55	04/01/2004		D			40,731	10/01/1999	01/26/2005	Common Stk	40,731	^{( 5 )}	0	D
Emp Stk Option ^{( 4 )}	$37.68	04/01/2004		D			302,022	10/01/1999	01/22/2008	Common Stk	302,022	^{( 5 )}	0	D
Emp Stk Option ^{( 4 )}	$46.81	04/01/2004		D			39,724	10/01/1999	01/25/2006	Common Stk	39,724	^{( 5 )}	0	D
Emp Stk Option ^{( 4 )}	$46.81	04/01/2004		D			54,366	10/01/1999	01/23/2007	Common Stk	54,366	^{( 5 )}	0	D
Emp Stk Option ^{( 4 )}	$30.66	04/01/2004		D			302,022	10/01/1999	01/28/2009	Common Stk	302,022	^{( 5 )}	0	D
Emp Stk Option ^{( 4 )}	$36.38	04/01/2004		D			300,000	10/01/2000	09/30/2009	Common Stk	300,000	^{( 5 )}	0	D
Emp Stk Option ^{( 4 )}	$38.94	04/01/2004		D			300,000	10/01/2001	09/30/2010	Common Stk	300,000	^{( 5 )}	0	D
Emp Stk Option ^{( 4 )}	$36.38	04/01/2004		D			300,000	10/01/2002 ^{( 6 )}	09/30/2011	Common Stk	300,000	^{( 5 )}	0	D
Emp Stk Option ^{( 4 )}	$21.25	04/01/2004		D			300,000	10/15/2003 ^{( 7 )}	10/14/2012	Common Stk	300,000	^{( 5 )}	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger agreement between FleetBoston Financial Corporation ("FleetBoston") and Bank of America Corporation ("Bank of America"). Each share was exchanged for .5553 of a share of Bank of America common stock having a market value of $81.47 per share on the effective date of the merger of FleetBoston with Bank of America (the "Merger").

2. These stock units, which were payable 1 to 1 in shares of FleetBoston common stock following the satisfaction of certain performance-based vesting conditions, vested in full on the effective date of the Merger, and are being paid out as unrestricted shares of Bank of America common stock as soon as practicable thereafter. The number of Bank of America shares being paid out is equal to the number of FleetBoston shares subject to each stock unit held immediately prior to the effective date multiplied by .5553 (rounded to the nearest whole share).

3. These stock units, which were payable 1 to 1 in shares of FleetBoston common stock in annual installments of one third each beginning on February 17, 2005, were assumed by Bank of America in the Merger and replaced by Bank of America stock units. The number of shares subject to each new Bank of America stock unit is equal to the number of shares subject to each FleetBoston stock unit held immediately prior to the effective date of the Merger multiplied by .5553 (rounded to the nearest whole share)

4. Right to buy.

5. These options were assumed by Bank of America in the Merger and replaced by options to purchase Bank of America common stock. The number of shares subject to each new Bank of America option is equal to the number of shares subject to each FleetBoston option held immediately prior to the effective date of the Merger multiplied by .5553 (rounded to the nearest whole share), and the exercise price of each new Bank of America option is equal to the exercise price of each FleetBoston option divided by .5553 (rounded to the nearest whole cent).

6. These options, which provided for vesting in annual installments of one third each beginning on the date shown, became fully exercisable on the effective date of the Merger.

7. These options, which provided for vesting in annual installments of one fourth each beginning on the date shown, became fully exercisable on the effective date of the Merger.

Remarks:

	Martha R. Francis, Attorney-in-Fact for Charles K. Gifford	04/02/2004
	** Signature of Reporting Person	Date
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