BOSTON - FleetBoston Financial Corp. turned over two Rhode Island branches and 80 in Massachusetts to Sovereign Bancorp of Wyomissing, Pa., this weekend.

The transfer, which completed the second stage of FleetBoston's massive divestiture of New England branches and deposits, included 404,000 accounts with deposits of about $3.6 billion and assets of $3.4 billion.

Also included were 163 branch-based and remote automated teller machines. The divestitures are meant to smooth antitrust concerns that were raised in Fleet Financial Group's purchase of BankBoston Corp. Fleet and BankBoston agreed to sell 318 branches - 281 of them to Sovereign - and more than $12 billion of deposits.

FleetBoston has been criticized for selling the bulk of the deposits and branches to Sovereign, a much smaller company that had no operations in New England.

Community groups protested last year that the sale should be to a FleetBoston-size competitor that could act as a strong rival for corporate and consumer business.

Sovereign, which entered the New England branch banking market for the first time with the purchase, negotiated with Fleet and regulators to buy the operations in stages to make the deal more viable financially. The first stage was completed in March.

The third stage, which includes 96 branches in Massachusetts and 13 branches in New Hampshire, is scheduled to be completed in July. That stage will include 523,000 accounts, $4.2 billion of deposits, and $1.2 billion of assets.

FleetBoston is also preparing to sell four Massachusetts branches, with $170 million of deposits and $26.8 million in loans, to Eastern Bank of Lynn, Mass.; and two more Massachusetts branches, with $61 million of deposits and $5.8 million in loans, to Cape Cod Bank and Trust

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