<HTML>
<HEAD>
 <TITLE>FORM S-8</TITLE>
</HEAD>
<BODY BGCOLOR="#FFFFFF">
 <DIV ALIGN="center"> <P>SECURITIES AND EXCHANGE COMMISSION
 <BR>
 Washington, D.C. 20549</P>
 <P>Form S-8
 <BR>
 REGISTRATION STATEMENT
 <BR>
 Under The Securities Act of 1933</P>
 <P>MELLON BANK CORPORATION
 <BR>
 (Exact name of registrant as specified in its charter)</P>
 <TABLE WIDTH="76%" BORDER="0" ALIGN="center">
  <TR>
   <TD WIDTH="44%"> <DIV ALIGN="center">Pennsylvania</DIV>
   </TD>
   <TD WIDTH="16%">&nbsp;</TD>
   <TD WIDTH="40%"> <DIV ALIGN="center">25-1233834</DIV>
   </TD>
  </TR>
  <TR>
   <TD WIDTH="44%"> <DIV ALIGN="center">(State or other jurisdiction of
   <BR>
   incorporation or organization)</DIV>
   </TD>
   <TD WIDTH="16%">&nbsp;</TD>
   <TD WIDTH="40%"> <DIV ALIGN="center">(I.R.S. Employer
   <BR>
   Identification No.)</DIV>
   </TD>
  </TR>
 </TABLE>
 <P>One Mellon Bank Center
 <BR>
 500 Grant Street
 <BR>
 Pittsburgh, Pennsylvania 15258-0001
 <BR>
 (412) 234-5000
 <BR>
 (Address of principal executive offices) (Zip Code)</P>
 <P>&nbsp;</P>
 <P>MELLON BANK CORPORATION
 <BR>
 SHARESUCCESS PLAN
 <BR>
 (Full title of the plan)</P>
 <P>&nbsp;</P>
 <P>Carl Krasik, Esq.
 <BR>
 Associate General Counsel and Secretary
 <BR>
 Mellon Bank Corporation
 <BR>
 One Mellon Bank Center
 <BR>
 500 Grant Street
 <BR>
 Pittsburgh, Pennsylvania 15258-0001
 <BR>
 (412) 234-5222
 <BR>
 (Name, address and telephone number of agent for service)</P>
 <P>&nbsp;</P>
 <P>CALCULATION OF REGISTRATION FEE</P>
 <TABLE WIDTH="80%" BORDER="0">
  <TR>
   <TD COLSPAN="5"> <HR NOSHADE ALIGN="right" WIDTH="100%" SIZE="1">
     </TD>
  </TR>
  <TR VALIGN="bottom">
   <TD> <DIV ALIGN="center">Title of Securities to
   <BR>
   be Registered</DIV>
   </TD>
   <TD> <DIV ALIGN="center">Amount to be
   <BR>
   Registered </DIV>
   </TD>
   <TD> <DIV ALIGN="center">Proposed
   <BR>
   Maximum
   <BR>
   Offering Price
   <BR>
   Per Share (2)</DIV>
   </TD>
   <TD> <DIV ALIGN="center">Proposed
   <BR>
   Maximum
   <BR>
   Aggregate
   <BR>
   Offering Price</DIV>
   </TD>
   <TD> <DIV ALIGN="center">Amount of
   <BR>
   Registration Fee</DIV>
   </TD>
  </TR>
  <TR>
   <TD COLSPAN="5"> <HR NOSHADE ALIGN="right" WIDTH="100%" SIZE="1">
     </TD>
  </TR>
  <TR>
   <TD>Common Stock
   <BR>
   ($0.50 par value) (1)</TD>
   <TD VALIGN="bottom"> <DIV ALIGN="right">2,976,150</DIV>
   </TD>
   <TD VALIGN="bottom"> <DIV ALIGN="right">$33.625</DIV>
   </TD>
   <TD VALIGN="bottom"> <DIV ALIGN="right">$100,073,044</DIV>
   </TD>
   <TD> <DIV ALIGN="right"></DIV>
   </TD>
  </TR>
  <TR>
   <TD>&nbsp;</TD>
   <TD VALIGN="bottom"> <DIV ALIGN="right">189,450</DIV>
   </TD>
   <TD VALIGN="bottom"> <DIV ALIGN="right">$34.375</DIV>
   </TD>
   <TD VALIGN="bottom"> <DIV ALIGN="right">6,512,344</DIV>
   </TD>
   <TD> <DIV ALIGN="right"></DIV>
   </TD>
  </TR>
  <TR>
   <TD>&nbsp;</TD>
   <TD VALIGN="bottom"> <DIV ALIGN="right">6,959,400</DIV>
   </TD>
   <TD VALIGN="bottom"> <DIV ALIGN="right">$32.50</DIV>
   </TD>
   <TD VALIGN="bottom"> <DIV ALIGN="right">226,180,500</DIV>
   </TD>
   <TD> <DIV ALIGN="right"></DIV>
   </TD>
  </TR>
  <TR>
   <TD>&nbsp;</TD>
   <TD VALIGN="top"> <HR NOSHADE ALIGN="right" WIDTH="70%" SIZE="1">
     </TD>
   <TD VALIGN="top"> <HR NOSHADE ALIGN="right" WIDTH="50%" SIZE="1">
     </TD>
   <TD VALIGN="top"> <HR NOSHADE ALIGN="right" WIDTH="70%" SIZE="1">
     </TD>
   <TD> <DIV ALIGN="right"></DIV>
   </TD>
  </TR>
  <TR>
   <TD>&nbsp;</TD>
   <TD VALIGN="bottom"> <DIV ALIGN="right">10,125,000</DIV>
   </TD>
   <TD VALIGN="bottom"> <DIV ALIGN="right"></DIV>
   </TD>
   <TD VALIGN="bottom"> <DIV ALIGN="right">$332,765,888</DIV>
   </TD>
   <TD VALIGN="bottom"> <DIV ALIGN="right">$92,509</DIV>
   </TD>
  </TR>
  <TR>
   <TD COLSPAN="5"> <HR NOSHADE ALIGN="right" WIDTH="100%" SIZE="1">
     </TD>
  </TR>
 </TABLE>
 <P>&nbsp;</P>
 <P ALIGN="left">(1) Includes preferred stock purchase rights. Prior to
   the occurrence of certain events, these rights will not be
   exercisable or evidenced separately from the Common Stock.</P>
 <P ALIGN="left">(2) Pursuant to Rule 457(h) and 457(c), the maximum
   offering price for shares covered by outstanding stock options is
   computed on the basis of the actual prices at which the stock
   options may be exercised and the maximum offering price for the
   remaining shares is computed on the basis of the average of the high
   and low sales prices for the Corporation's Common Stock in the
   consolidated reporting system on September 22, 1999. </P>
 </DIV>
 </FONT>
 <A NAME="TopOfPage"> </A>
 <P ALIGN=CENTER><B><FONT FACE="Times New Roman">PART II</FONT>
 </B></P>
 <H1 ALIGN=CENTER>
 <A NAME="P78_1695"></A>
 <B><FONT FACE="Times New Roman" SIZE="+0">INFORMATION REQUIRED IN THE
   REGISTRATION STATEMENT</FONT>
 </B></H1>
 <P><FONT FACE="Times New Roman">Item 3. Incorporation of Documents by
   Reference</FONT>
 </P>
 <P><FONT FACE="Times New Roman">The following documents heretofore
   filed with the Securities and Exchange Commission by Mellon Bank
   Corporation (the &quot;Corporation&quot;) (Commission File No.
   1-7410) pursuant to the Securities Exchange Act of 1934 (the &quot;
   Exchange Act&quot;) are incorporated in this Registration Statement
   by reference and made a part hereof:</FONT>
 </P>
 <UL> <P><FONT FACE="Times New Roman">(1) The Corporation's Annual
   Report on Form 10K for the year ended on December 31, 1998, filed
   pursuant to Section 13 of the Exchange Act.</FONT>
 </P>
 <P><FONT FACE="Times New Roman">(2) The Corporation's Quarterly
   Reports on Form 10Q for the quarters ended March 31, 1999 and June
   30, 1999, filed pursuant to Section 13 of the Exchange Act.</FONT>
 </P>
 <P><FONT FACE="Times New Roman">(3) The Corporation's Current Reports
   on Form 8-K dated January 15, 1999, January 29, 1999, March 23,
   1999, March 31, 1999, April 20, 1999 May 11, 1999, June 21,1999,
   June 30, 1999, July 20, 1999, August 3, 1999, September 9, 1999 and
   September 21, 1999, filed pursuant to Section 13 of the Exchange Act.
   </FONT>
 </P>
 <P><FONT FACE="Times New Roman">(4) The description of the
   Corporation's Common Stock set forth in the Corporation's
   Registration Statement on Form 8-A, dated June 10, 1981, filed
   pursuant to Section 12(b) of the Exchange Act, including all reports
   updating such description.</FONT>
 </P>
 <P><FONT FACE="Times New Roman">(5) The description of the Rights set
   forth in the Corporation's Registration Statement on Form 8-A, dated
   October 29, 1996, filed pursuant to Section 12(b) of the Exchange
   Act, including all reports updating such description, including
   without limitation Mellon's Form 8-A/A, dated May 17, 1999.</FONT>
 </P>
 </UL>
 <P><FONT FACE="Times New Roman">Each document or report filed by the
   Corporation with the Commission pursuant to Sections 13(a), 13(c),
   14 and 15(d) of the Exchange Act after the date hereof and prior to
   the filing of a post-effective amendment which indicates that all
   securities offered have been sold or which deregisters all
   securities then remaining unsold, shall be deemed to be incorporated
   by reference in this Registration Statement and to be a part thereof
   from the date of filing of such documents until the information
   contained in such document is superseded or updated by any
   subsequently filed document which is incorporated by reference into
   this Registration Statement.</FONT>
 </P>
 <P><FONT FACE="Times New Roman">Item 4. Description of Securities
   </FONT>
 </P>
 <P><FONT FACE="Times New Roman">Not applicable.</FONT>
 </P>
 <P>&nbsp;</P>
 <P ALIGN="center"><FONT FACE="Times New Roman">2</FONT>
 </P>
 <P><FONT FACE="Times New Roman">Item 5. Interests of Named Experts and
   Counsel</FONT>
 </P>
 <P><FONT FACE="Times New Roman">The validity of the Common Stock
   covered by this Registration Statement will be passed upon for the
   Corporation by Carl Krasik, Esq., Associate General Counsel and
   Secretary of the Corporation, One Mellon Bank Center, Pittsburgh,
   Pennsylvania 15258. Mr. Krasik is a shareholder of the Corporation
   and holds options to purchase additional shares of the Corporation's
   Common Stock issued pursuant to the Corporation's Long-Term Profit
   Incentive Plan (1996).</FONT>
 </P>
 <P><FONT FACE="Times New Roman">Item 6. Indemnification of Directors
   and Officers</FONT>
 </P>
 <P><FONT FACE="Times New Roman">The Restated Articles of
   Incorporation, as amended, of the Corporation (the &quot;Articles
   &quot;) provide that, except as prohibited by law, every director
   and officer of the Corporation shall be entitled as of right to be
   indemnified by the Corporation against fees and expenses and any
   liability paid or incurred by such person in connection with any
   actual or threatened claim, action, suit or proceeding, civil,
   criminal, administrative, investigative or other, whether brought by
   or in the right of the Corporation or otherwise, in which such
   person may be involved as a party or otherwise (subject to certain
   limitations in the case of actions by such person against the
   Corporation) by reason of such person being or having been a
   director or officer of the Corporation or serving or having served
   at the request of the Corporation as a director, officer, fiduciary
   or other representative of another entity. The Articles also give to
   indemnitees the right to have their expenses in defending such
   actions paid in advance by the Corporation, subject to any
   obligation imposed by law or otherwise to reimburse the Corporation
   in certain events. The Corporation has entered into an indemnity
   agreement (the &quot;Indemnity Agreement&quot;) with each director
   and certain of its officers which provides a contractual right to
   indemnification against such expenses and liabilities (subject to
   certain limitations and exceptions) and a contractual right to
   advancement of expenses and contains additional provisions regarding
   determination of entitlement, defense of claims, rights of
   contribution and other matters.</FONT>
 </P>
 <P><FONT FACE="Times New Roman">The Pennsylvania Business Corporation
   Law permits a corporation to indemnify its directors and officers,
   and to pay their expenses in advance, subject to certain limitations
   and exceptions. The specific indemnity provisions, which are by
   their terms not intended to be exclusive, are, in general, not as
   broad as the provisions of the Articles and the Indemnity Agreement;
   however, one provision would preclude indemnification in any case
   where the act or failure to act giving rise to the claim for
   indemnification is determined by a court to have constituted willful
   misconduct or recklessness, and another provision requires that
   advances of expenses may be made by a corporation only upon receipt
   of an undertaking to repay such amount if it shall ultimately be
   determined that such person is not entitled to be indemnified by the
   corporation.</FONT>
 </P>
 <P>&nbsp;</P>
 <P>&nbsp;</P>
 <P ALIGN="center"><FONT FACE="Times New Roman">3</FONT>
 </P>
 <P><FONT FACE="Times New Roman">The Corporation has purchased
   liability insurance policies covering its directors and officers to
   insure against the claims arising out of certain alleged wrongful
   acts on the part of such directors and officers and against claims
   arising out of certain alleged breaches of fiduciary duty under the
   Employee Retirement Income Security Act of 1974 on the part of such
   directors and officers.</FONT>
 </P>
 <P><FONT FACE="Times New Roman">Article Seventh of the Articles and
   Article Two of the Corporation's By-Laws, as amended, both adopted
   by the shareholders of the Corporation at their annual meeting on
   April 20, 1987, further provide that, to the fullest extent that the
   laws of Pennsylvania, as in effect on January 27, 1987 or as
   thereafter amended, permit elimination or limitation of the
   liability of directors, no director of the Corporation shall be
   personally liable for monetary damages as such for any action taken,
   or any failure to take any action, as a director. The Pennsylvania
   Business Corporation Law provides that whenever the by-laws of a
   corporation by a vote of the shareholders so provide, a director
   shall not be personally liable for monetary damages as such for any
   action taken, or failure to take any action, unless (i) the director
   has breached or failed to perform the duties of his office under the
   standard of care and justifiable reliance specified in such act and
   (ii) the breach or failure to perform constitutes self-dealing,
   willful misconduct or recklessness. These provisions do not apply to
   (i) responsibility or liability of a director pursuant to any
   criminal statute or (ii) the liability of a director for payment of
   taxes.</FONT>
 </P>
 <P><FONT FACE="Times New Roman">Item 7. Exemption From Registration
   Claimed</FONT>
 </P>
 <P><FONT FACE="Times New Roman">Not Applicable.</FONT>
 </P>
 <P><FONT FACE="Times New Roman">Item 8. Exhibits</FONT>
 </P>
 <P><FONT FACE="Times New Roman">The following exhibits are filed
   herewith or incorporated by reference as part of this Registration
   Statement:</FONT>
 </P>
 <P>
 <TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="90%">
  <TR>
   <TD VALIGN="TOP" WIDTH=66 HEIGHT="18"> <DIV ALIGN="right"><U><FONT
     FACE="Times New Roman">Number</FONT>
   </U> </DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=29 HEIGHT="18">&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=793 HEIGHT="18"><U><FONT FACE="Times New
     Roman">Description</FONT>
   </U></TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=66>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=29>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=793>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=66> <DIV ALIGN="right"><FONT FACE="Times New
     Roman">4.1</FONT>
   </DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=29>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=793><FONT FACE="Times New Roman">Restated
     Articles of Incorporation of Mellon Bank Corporation, as amended
     and restated as of September 15, 1998.</FONT>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=66>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=29>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=793>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=66> <DIV ALIGN="right"><FONT FACE="Times New
     Roman">4.2</FONT>
   </DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=29>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=793><FONT FACE="Times New Roman">By-Laws of
     Mellon Bank Corporation, as amended, effective November 5, 1998.
     </FONT>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=66>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=29>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=793>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=66> <DIV ALIGN="right"><FONT FACE="Times New
     Roman">4.3</FONT>
   </DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=29>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=793><FONT FACE="Times New Roman">Shareholder
     Protection Rights Agreement between Mellon Bank Corporation and
     Mellon Bank, N.A., as Rights Agent, as amended and restated as of
     May 17, 1999.</FONT>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=66>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=29>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=793>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=66> <DIV ALIGN="right"><FONT FACE="Times New
     Roman">5.1</FONT>
   </DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=29>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=793><FONT FACE="Times New Roman">Opinion of
     Carl Krasik, Esq. as to the legality of the Common Stock being
     registered</FONT>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=66>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=29>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=793>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=66> <DIV ALIGN="right"><FONT FACE="Times New
     Roman">15.1</FONT>
   </DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=29>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=793><FONT FACE="Times New Roman">Consent of
     KPMG LLP.</FONT>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=66>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=29>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=793>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=66> <DIV ALIGN="right"><FONT FACE="Times New
     Roman">23.1</FONT>
   </DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=29>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=793><FONT FACE="Times New Roman">Consent of
     Carl Krasik, Esq. (included in Exhibit 5.1).</FONT>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=66>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=29>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=793>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=66> <DIV ALIGN="right"><FONT FACE="Times New
     Roman">24.1</FONT>
   </DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=29>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=793><FONT FACE="Times New Roman">Powers of
     Attorney.</FONT>
   </TD>
  </TR>
 </TABLE>
 <DIV ALIGN="center">4 </DIV>
 <P><FONT FACE="Times New Roman">Item 9. Undertakings</FONT>
 </P>
 <P><FONT FACE="Times New Roman">(a) Rule 415 Offering</FONT>
 </P>
 <P><FONT FACE="Times New Roman">The undersigned registrant hereby
   undertakes:</FONT>
 </P>
 <P><FONT FACE="Times New Roman">(1) To file, during any period in
   which offers or sales are being made, a post-effective amendment to
   this registration statement:</FONT>
 </P>
 <UL><P><FONT FACE="Times New Roman">(i) To include any prospectus
   required by section 10(a)(3) of the Securities Act of 1933;</FONT>
 </P>
 <P><FONT FACE="Times New Roman">(ii) To reflect in the prospectus any
   facts or events arising after the effective date of the registration
   statement (or the most recent post-effective amendment thereof)
   which, individually or in the aggregate, represent a fundamental
   change in the information set forth in the registration statement;
   </FONT>
 </P>
 <P><FONT FACE="Times New Roman">(iii) To include any material
   information with respect to the plan of distribution not previously
   disclosed in the registration statement or any material change to
   such information in the registration statement;</FONT>
 </P>
 </UL>
 <P><FONT FACE="Times New Roman">Provided, however, that paragraphs
   (1)(i) and (1)(ii) do not apply if the registration statement is on
   Form S-3 or Form S-8, and the information required to be included in
   a post-effective amendment by those paragraphs is contained in
   periodic reports filed by the registrant pursuant to section 13 or
   section 15(d) of the Securities Exchange Act of 1934 that are
   incorporated by reference in the registration statement;</FONT>
 </P>
 <P><FONT FACE="Times New Roman">(2) That, for the purpose of
   determining any liability under the Securities Act of 1933, each
   such post-effective amendment shall be deemed to be a new
   registration statement relating to the securities offered therein,
   and the offering of such securities at that time shall be deemed to
   be the initial bona fide offering thereof; and</FONT>
 </P>
 <P><FONT FACE="Times New Roman">(3) To remove from registration by
   means of a post-effective amendment any of the securities being
   registered which remain unsold at the termination of the offering.
   </FONT>
 </P>
 <P><FONT FACE="Times New Roman">(b) Filings Incorporating Subsequent
   Exchange Act Documents by Reference</FONT>
 </P>
 <P><FONT FACE="Times New Roman">The undersigned registrant hereby
   undertakes that for the purpose of determining any liability under
   the Securities Act of 1933, each filing of the registrant's annual
   report pursuant to section 13(a) or section 15(d) of the Securities
   Exchange Act of 1934 that is incorporated by reference in the
   registration statement shall be deemed to be a new </FONT>
 </P>
 <P ALIGN="center"><FONT FACE="Times New Roman">5</FONT>
 </P>
 <P><FONT FACE="Times New Roman"> registration statement relating to
   the securities offered therein, and the offering of such securities
   at that time shall be deemed to be the initial bona fide offering
   thereof.</FONT>
 </P>
 <P><FONT FACE="Times New Roman">(c) Filing of Registration Statement
   on Form S-8</FONT>
 </P>
 <P><FONT FACE="Times New Roman">Insofar as indemnification for
   liabilities arising under the Securities Act of 1933 may be
   permitted to directors, officers and controlling persons of the
   registrant pursuant to the foregoing provisions, or otherwise, the
   registrant has been advised that in the opinion of the Securities
   and Exchange Commission such indemnification is against public
   policy as expressed in the Act and is therefore, unenforceable. In
   the event that a claim for indemnification against such liabilities
   (other than the payment by the registrant of expenses incurred or
   paid by a director, officer or controlling person of the registrant
   in the successful defense of any action, suit or proceeding) is
   asserted by such director, officer or controlling person in
   connection with the securities being registered, the registrant
   will, unless in the opinion of its counsel the matter has been
   settled by controlling precedent, submit to a court of appropriate
   jurisdiction the question whether such indemnification by it is
   against public policy as expressed in the Act and will be governed
   by the final adjudication of such issue.</FONT>
 </P>
 <P>&nbsp;</P>
 <P>&nbsp;</P>
 <P ALIGN="center"><FONT FACE="Times New Roman">6</FONT>
 </P>
 <P ALIGN=CENTER><B><FONT FACE="Times New Roman">SIGNATURES</FONT>
 </B></P>
 <P ALIGN=CENTER><B><FONT FACE="Times New Roman">MELLON BANK CORPORATION
   </FONT>
 </B></P>
 <P><FONT FACE="Times New Roman">Pursuant to the requirements of the
   Securities Act of 1933, Mellon Bank Corporation certifies that it
   has reasonable grounds to believe that it meets all the requirements
   for filing on Form S-8 and has duly caused this Registration
   Statement to be signed on its behalf by the undersigned, thereunto
   duly authorized, in the City of Pittsburgh, Commonwealth of
   Pennsylvania on the 28th day of September, 1999.</FONT>
 </P>
 <TABLE WIDTH="75%" BORDER="0" CELLSPACING="0" CELLPADDING="0"
   ALIGN="center">
  <TR>
   <TD WIDTH="1%">&nbsp;</TD>
   <TD WIDTH="64%">&nbsp;</TD>
   <TD WIDTH="35%" NOWRAP><FONT FACE="Times New Roman">Mellon Bank
     Corporation</FONT>
   </TD>
  </TR>
  <TR>
   <TD WIDTH="1%">&nbsp;</TD>
   <TD WIDTH="64%"> <DIV ALIGN="right"></DIV>
   </TD>
   <TD WIDTH="35%" NOWRAP>&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="1%">&nbsp;</TD>
   <TD WIDTH="64%">&nbsp;</TD>
   <TD WIDTH="35%" NOWRAP><FONT FACE="Times New Roman">By: /s/ Steven
     G. Elliott</FONT>
   <BR>
   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <FONT FACE="Times New Roman"> Steven
     G. Elliott</FONT>
   <FONT FACE="Times New Roman">
   <BR>
   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Senior Vice Chairman and</FONT>
   <FONT FACE="Times New Roman">
   <BR>
   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Chief Financial Officer</FONT>
   </TD>
  </TR>
 </TABLE>
 <P><FONT FACE="Times New Roman">Pursuant to the requirements of the
   Securities Act of 1933, this Registration Statement has been signed
   below by the following persons in the capacities indicated on the
   28th day of September, 1999.</FONT>
 </P>
 <TABLE WIDTH="75%" BORDER="0" CELLSPACING="0" CELLPADDING="0"
   ALIGN="center">
  <TR>
   <TD WIDTH="0%">&nbsp;</TD>
   <TD WIDTH="65%">&nbsp;</TD>
   <TD WIDTH="35%" NOWRAP><FONT FACE="Times New Roman">By: /s/ Steven
     G. Elliott</FONT>
   <FONT FACE="Times New Roman">
   <BR>
   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Steven G. Elliott</FONT>
   <FONT FACE="Times New Roman" SIZE="+0">
   <BR>
   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Principal Financial Officer</FONT>
   </TD>
  </TR>
  <TR>
   <TD WIDTH="0%">&nbsp;</TD>
   <TD WIDTH="65%"> <DIV ALIGN="right"></DIV>
   </TD>
   <TD WIDTH="35%" NOWRAP>&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="0%">&nbsp;</TD>
   <TD WIDTH="65%">&nbsp;</TD>
   <TD WIDTH="35%" NOWRAP><FONT FACE="Times New Roman">By: /s/ Michael
     K. Hughey</FONT>
   <FONT FACE="Times New Roman">
   <BR>
   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Michael K. Hughey</FONT>
   <FONT FACE="Times New Roman">
   <BR>
   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Principal Accounting Officer</FONT>
   </TD>
  </TR>
 </TABLE>
 <P><FONT FACE="Times New Roman">Martin G. McGuinn, Director and
   Principal Executive Officer; Dwight L. Allison, Jr., Director;
   Burton C. Borgelt, Director; Carol R. Brown, Director; Frank V.
   Cahouet, Director; Jared L. Cohon, Director; Christopher M. Condron,
   Director; J. W. Connolly, Director; Charles A Corry, Director; Ira
   J. Gumberg, Director; Pemberton Hutchinson, Director; George W.
   Johnstone, Director; Rotan E. Lee, Director; Edward J. McAniff,
   Director; Robert Mehrabian, Director; Seward Prosser Mellon,
   Director; Mark A. Nordenberg, Director; David S. Shapira, Director;
   Joab L. Thomas, Director; Wesley W. von Schack, Director.</FONT>
 </P>
 <TABLE WIDTH="75%" BORDER="0" CELLSPACING="0" CELLPADDING="0"
   ALIGN="center">
  <TR>
   <TD WIDTH="1%">&nbsp;</TD>
   <TD WIDTH="64%">&nbsp;</TD>
   <TD WIDTH="35%" NOWRAP><FONT FACE="Times New Roman">By: /s/ Ann M.
     Sawchuck</FONT>
   <FONT FACE="Times New Roman">
   <BR>
   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Ann M. Sawchuck
   <BR>
   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT>
   <FONT FACE="Times New Roman">Attorney-in-Fact</FONT>
   </TD>
  </TR>
  <TR>
   <TD WIDTH="1%">&nbsp;</TD>
   <TD WIDTH="64%"> <DIV ALIGN="right"></DIV>
   </TD>
   <TD WIDTH="35%" NOWRAP>&nbsp;</TD>
  </TR>
 </TABLE>
 <P>&nbsp;</P>
 <P ALIGN="center">7</P>
 <P>&nbsp;</P>
 <UL> <UL> </UL>
 </UL>
 <P ALIGN=CENTER><FONT FACE="Times New Roman"> </FONT>
 </P>
 <P ALIGN=CENTER><FONT FACE="Times New Roman"><B>Index to Exhibits</B>
   </FONT>
 </P>
 <P>
 <TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="90%">
  <TR>
   <TD VALIGN="TOP" WIDTH=87> <P ALIGN=center><FONT FACE="Times New
     Roman">Exhibit No.</FONT>
   </P>
   </TD>
   <TD VALIGN="TOP" WIDTH=556> <P ALIGN=CENTER><FONT FACE="Times New
     Roman">Description</FONT>
   </P>
   </TD>
   <TD VALIGN="TOP" WIDTH=10>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=223> <P ALIGN=CENTER><FONT FACE="Times New
     Roman">Method of Filing</FONT>
   </P>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=87> <DIV ALIGN="center"><FONT FACE="Times New
     Roman">4.1</FONT>
   </DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=556><FONT FACE="Times New Roman">Restated
     Articles of Incorporation of Mellon Bank Corporation, as amended
     and restated as of September 15, 1998.</FONT>
   </TD>
   <TD VALIGN="TOP" WIDTH=10>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=223><FONT FACE="Times New Roman">Previously
     filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q (File
     No. 1-7410) for the quarter ended September 30, 1998, and
     incorporated herein by reference.</FONT>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=87> <DIV ALIGN="center"></DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=556>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=10>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=223>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=87> <DIV ALIGN="center"><FONT FACE="Times New
     Roman">4.2</FONT>
   </DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=556><FONT FACE="Times New Roman">By-Laws of
     Mellon Bank Corporation, as amended, effective November 5, 1998.
     </FONT>
   </TD>
   <TD VALIGN="TOP" WIDTH=10>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=223><FONT FACE="Times New Roman">Previously
     filed as Exhibit 3.2 to the Quarterly Report on Form 10-Q (File
     No. 1-7410) for the quarter ended September 30, 1998, and
     incorporated herein by reference.</FONT>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=87> <DIV ALIGN="center"></DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=556>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=10>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=223>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=87> <DIV ALIGN="center"><FONT FACE="Times New
     Roman">4.3</FONT>
   </DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=556><FONT FACE="Times New Roman">Shareholder
     Protection Rights Agreement between Mellon Bank Corporation and
     Mellon Bank, N.A., as Rights Agent, as amended and restated as of
     May 17, 1999.</FONT>
   </TD>
   <TD VALIGN="TOP" WIDTH=10>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=223><FONT FACE="Times New Roman">Previously
     filed as Exhibit 1 to Form 8-A/A Registration Statement (File No.
     1-7410) dated May 17, 1999, and incorporated herein by reference.
     </FONT>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=87> <DIV ALIGN="center"></DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=556>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=10>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=223>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=87> <DIV ALIGN="center"><FONT FACE="Times New
     Roman">5.1</FONT>
   </DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=556><FONT FACE="Times New Roman">Opinion of
     Carl Krasik, Esq. as to the legality of the Common Stock being
     registered.</FONT>
   </TD>
   <TD VALIGN="TOP" WIDTH=10>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=223><FONT FACE="Times New Roman">Filed
     herewith.</FONT>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=87> <DIV ALIGN="center"></DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=556>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=10>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=223>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=87> <DIV ALIGN="center"><FONT FACE="Times New
     Roman">15.1</FONT>
   </DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=556><FONT FACE="Times New Roman">Consent of
     KPMG LLP.</FONT>
   </TD>
   <TD VALIGN="TOP" WIDTH=10>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=223><FONT FACE="Times New Roman">Filed
     herewith.</FONT>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=87> <DIV ALIGN="center"></DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=556>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=10>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=223>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=87> <DIV ALIGN="center"><FONT FACE="Times New
     Roman">23.1</FONT>
   </DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=556><FONT FACE="Times New Roman">Consent of
     Carl Krasik, Esq. (included in Exhibit 5.1).</FONT>
   </TD>
   <TD VALIGN="TOP" WIDTH=10>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=223><FONT FACE="Times New Roman">Filed
     herewith.</FONT>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=87> <DIV ALIGN="center"></DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=556>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=10>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=223>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=87> <DIV ALIGN="center"><FONT FACE="Times New
     Roman">24.1</FONT>
   </DIV>
   </TD>
   <TD VALIGN="TOP" WIDTH=556> <P><FONT FACE="Times New Roman">Powers
     of Attorney.</FONT>
   </P>
   </TD>
   <TD VALIGN="TOP" WIDTH=10>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=223> <P><FONT FACE="Times New Roman">Filed
     herewith.</FONT>
   </P>
   </TD>
  </TR>
 </TABLE>
 <P>&nbsp;</P>
 <P ALIGN="center">8</P>
 </BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 31132}]
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FORM S-8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
MELLON BANK CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania
25-1233834
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258-0001
(412) 234-5000
(Address of principal executive offices) (Zip Code)
MELLON BANK CORPORATION
SHARESUCCESS PLAN
(Full title of the plan)
Carl Krasik, Esq.
Associate General Counsel and Secretary
Mellon Bank Corporation
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258-0001
(412) 234-5222
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered
Amount to be
Registered
Proposed
Maximum
Offering Price
Per Share (2)
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Common Stock
($0.50 par value) (1)
2,976,150
$33.625
$100,073,044
189,450
$34.375
6,512,344
6,959,400
$32.50
226,180,500
10,125,000
$332,765,888
$92,509
(1) Includes preferred stock purchase rights. Prior to
   the occurrence of certain events, these rights will not be
   exercisable or evidenced separately from the Common Stock.
(2) Pursuant to Rule 457(h) and 457(c), the maximum
   offering price for shares covered by outstanding stock options is
   computed on the basis of the actual prices at which the stock
   options may be exercised and the maximum offering price for the
   remaining shares is computed on the basis of the average of the high
   and low sales prices for the Corporation's Common Stock in the
   consolidated reporting system on September 22, 1999.
PART II
INFORMATION REQUIRED IN THE
   REGISTRATION STATEMENT
Item 3. Incorporation of Documents by
   Reference
The following documents heretofore
   filed with the Securities and Exchange Commission by Mellon Bank
   Corporation (the "Corporation") (Commission File No.
   1-7410) pursuant to the Securities Exchange Act of 1934 (the "
   Exchange Act") are incorporated in this Registration Statement
   by reference and made a part hereof:
(1) The Corporation's Annual
   Report on Form 10K for the year ended on December 31, 1998, filed
   pursuant to Section 13 of the Exchange Act.
(2) The Corporation's Quarterly
   Reports on Form 10Q for the quarters ended March 31, 1999 and June
   30, 1999, filed pursuant to Section 13 of the Exchange Act.
(3) The Corporation's Current Reports
   on Form 8-K dated January 15, 1999, January 29, 1999, March 23,
   1999, March 31, 1999, April 20, 1999 May 11, 1999, June 21,1999,
   June 30, 1999, July 20, 1999, August 3, 1999, September 9, 1999 and
   September 21, 1999, filed pursuant to Section 13 of the Exchange Act.
(4) The description of the
   Corporation's Common Stock set forth in the Corporation's
   Registration Statement on Form 8-A, dated June 10, 1981, filed
   pursuant to Section 12(b) of the Exchange Act, including all reports
   updating such description.
(5) The description of the Rights set
   forth in the Corporation's Registration Statement on Form 8-A, dated
   October 29, 1996, filed pursuant to Section 12(b) of the Exchange
   Act, including all reports updating such description, including
   without limitation Mellon's Form 8-A/A, dated May 17, 1999.
Each document or report filed by the
   Corporation with the Commission pursuant to Sections 13(a), 13(c),
   14 and 15(d) of the Exchange Act after the date hereof and prior to
   the filing of a post-effective amendment which indicates that all
   securities offered have been sold or which deregisters all
   securities then remaining unsold, shall be deemed to be incorporated
   by reference in this Registration Statement and to be a part thereof
   from the date of filing of such documents until the information
   contained in such document is superseded or updated by any
   subsequently filed document which is incorporated by reference into
   this Registration Statement.
Item 4. Description of Securities
Not applicable.
2
Item 5. Interests of Named Experts and
   Counsel
The validity of the Common Stock
   covered by this Registration Statement will be passed upon for the
   Corporation by Carl Krasik, Esq., Associate General Counsel and
   Secretary of the Corporation, One Mellon Bank Center, Pittsburgh,
   Pennsylvania 15258. Mr. Krasik is a shareholder of the Corporation
   and holds options to purchase additional shares of the Corporation's
   Common Stock issued pursuant to the Corporation's Long-Term Profit
   Incentive Plan (1996).
Item 6. Indemnification of Directors
   and Officers
The Restated Articles of
   Incorporation, as amended, of the Corporation (the "Articles
   ") provide that, except as prohibited by law, every director
   and officer of the Corporation shall be entitled as of right to be
   indemnified by the Corporation against fees and expenses and any
   liability paid or incurred by such person in connection with any
   actual or threatened claim, action, suit or proceeding, civil,
   criminal, administrative, investigative or other, whether brought by
   or in the right of the Corporation or otherwise, in which such
   person may be involved as a party or otherwise (subject to certain
   limitations in the case of actions by such person against the
   Corporation) by reason of such person being or having been a
   director or officer of the Corporation or serving or having served
   at the request of the Corporation as a director, officer, fiduciary
   or other representative of another entity. The Articles also give to
   indemnitees the right to have their expenses in defending such
   actions paid in advance by the Corporation, subject to any
   obligation imposed by law or otherwise to reimburse the Corporation
   in certain events. The Corporation has entered into an indemnity
   agreement (the "Indemnity Agreement") with each director
   and certain of its officers which provides a contractual right to
   indemnification against such expenses and liabilities (subject to
   certain limitations and exceptions) and a contractual right to
   advancement of expenses and contains additional provisions regarding
   determination of entitlement, defense of claims, rights of
   contribution and other matters.
The Pennsylvania Business Corporation
   Law permits a corporation to indemnify its directors and officers,
   and to pay their expenses in advance, subject to certain limitations
   and exceptions. The specific indemnity provisions, which are by
   their terms not intended to be exclusive, are, in general, not as
   broad as the provisions of the Articles and the Indemnity Agreement;
   however, one provision would preclude indemnification in any case
   where the act or failure to act giving rise to the claim for
   indemnification is determined by a court to have constituted willful
   misconduct or recklessness, and another provision requires that
   advances of expenses may be made by a corporation only upon receipt
   of an undertaking to repay such amount if it shall ultimately be
   determined that such person is not entitled to be indemnified by the
   corporation.
3
The Corporation has purchased
   liability insurance policies covering its directors and officers to
   insure against the claims arising out of certain alleged wrongful
   acts on the part of such directors and officers and against claims
   arising out of certain alleged breaches of fiduciary duty under the
   Employee Retirement Income Security Act of 1974 on the part of such
   directors and officers.
Article Seventh of the Articles and
   Article Two of the Corporation's By-Laws, as amended, both adopted
   by the shareholders of the Corporation at their annual meeting on
   April 20, 1987, further provide that, to the fullest extent that the
   laws of Pennsylvania, as in effect on January 27, 1987 or as
   thereafter amended, permit elimination or limitation of the
   liability of directors, no director of the Corporation shall be
   personally liable for monetary damages as such for any action taken,
   or any failure to take any action, as a director. The Pennsylvania
   Business Corporation Law provides that whenever the by-laws of a
   corporation by a vote of the shareholders so provide, a director
   shall not be personally liable for monetary damages as such for any
   action taken, or failure to take any action, unless (i) the director
   has breached or failed to perform the duties of his office under the
   standard of care and justifiable reliance specified in such act and
   (ii) the breach or failure to perform constitutes self-dealing,
   willful misconduct or recklessness. These provisions do not apply to
   (i) responsibility or liability of a director pursuant to any
   criminal statute or (ii) the liability of a director for payment of
   taxes.
Item 7. Exemption From Registration
   Claimed
Not Applicable.
Item 8. Exhibits
The following exhibits are filed
   herewith or incorporated by reference as part of this Registration
   Statement:
Number
Description
4.1
Restated
     Articles of Incorporation of Mellon Bank Corporation, as amended
     and restated as of September 15, 1998.
4.2
By-Laws of
     Mellon Bank Corporation, as amended, effective November 5, 1998.
4.3
Shareholder
     Protection Rights Agreement between Mellon Bank Corporation and
     Mellon Bank, N.A., as Rights Agent, as amended and restated as of
     May 17, 1999.
5.1
Opinion of
     Carl Krasik, Esq. as to the legality of the Common Stock being
     registered
15.1
Consent of
     KPMG LLP.
23.1
Consent of
     Carl Krasik, Esq. (included in Exhibit 5.1).
24.1
Powers of
     Attorney.
4
Item 9. Undertakings
(a) Rule 415 Offering
The undersigned registrant hereby
   undertakes:
(1) To file, during any period in
   which offers or sales are being made, a post-effective amendment to
   this registration statement:
(i) To include any prospectus
   required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
   facts or events arising after the effective date of the registration
   statement (or the most recent post-effective amendment thereof)
   which, individually or in the aggregate, represent a fundamental
   change in the information set forth in the registration statement;
(iii) To include any material
   information with respect to the plan of distribution not previously
   disclosed in the registration statement or any material change to
   such information in the registration statement;
Provided, however, that paragraphs
   (1)(i) and (1)(ii) do not apply if the registration statement is on
   Form S-3 or Form S-8, and the information required to be included in
   a post-effective amendment by those paragraphs is contained in
   periodic reports filed by the registrant pursuant to section 13 or
   section 15(d) of the Securities Exchange Act of 1934 that are
   incorporated by reference in the registration statement;
(2) That, for the purpose of
   determining any liability under the Securities Act of 1933, each
   such post-effective amendment shall be deemed to be a new
   registration statement relating to the securities offered therein,
   and the offering of such securities at that time shall be deemed to
   be the initial bona fide offering thereof; and
(3) To remove from registration by
   means of a post-effective amendment any of the securities being
   registered which remain unsold at the termination of the offering.
(b) Filings Incorporating Subsequent
   Exchange Act Documents by Reference
The undersigned registrant hereby
   undertakes that for the purpose of determining any liability under
   the Securities Act of 1933, each filing of the registrant's annual
   report pursuant to section 13(a) or section 15(d) of the Securities
   Exchange Act of 1934 that is incorporated by reference in the
   registration statement shall be deemed to be a new
5
registration statement relating to
   the securities offered therein, and the offering of such securities
   at that time shall be deemed to be the initial bona fide offering
   thereof.
(c) Filing of Registration Statement
   on Form S-8
Insofar as indemnification for
   liabilities arising under the Securities Act of 1933 may be
   permitted to directors, officers and controlling persons of the
   registrant pursuant to the foregoing provisions, or otherwise, the
   registrant has been advised that in the opinion of the Securities
   and Exchange Commission such indemnification is against public
   policy as expressed in the Act and is therefore, unenforceable. In
   the event that a claim for indemnification against such liabilities
   (other than the payment by the registrant of expenses incurred or
   paid by a director, officer or controlling person of the registrant
   in the successful defense of any action, suit or proceeding) is
   asserted by such director, officer or controlling person in
   connection with the securities being registered, the registrant
   will, unless in the opinion of its counsel the matter has been
   settled by controlling precedent, submit to a court of appropriate
   jurisdiction the question whether such indemnification by it is
   against public policy as expressed in the Act and will be governed
   by the final adjudication of such issue.
6
SIGNATURES
MELLON BANK CORPORATION
Pursuant to the requirements of the
   Securities Act of 1933, Mellon Bank Corporation certifies that it
   has reasonable grounds to believe that it meets all the requirements
   for filing on Form S-8 and has duly caused this Registration
   Statement to be signed on its behalf by the undersigned, thereunto
   duly authorized, in the City of Pittsburgh, Commonwealth of
   Pennsylvania on the 28th day of September, 1999.
Mellon Bank
     Corporation
By: /s/ Steven
     G. Elliott
Steven
     G. Elliott
Senior Vice Chairman and
Chief Financial Officer
Pursuant to the requirements of the
   Securities Act of 1933, this Registration Statement has been signed
   below by the following persons in the capacities indicated on the
   28th day of September, 1999.
By: /s/ Steven
     G. Elliott
Steven G. Elliott
Principal Financial Officer
By: /s/ Michael
     K. Hughey
Michael K. Hughey
Principal Accounting Officer
Martin G. McGuinn, Director and
   Principal Executive Officer; Dwight L. Allison, Jr., Director;
   Burton C. Borgelt, Director; Carol R. Brown, Director; Frank V.
   Cahouet, Director; Jared L. Cohon, Director; Christopher M. Condron,
   Director; J. W. Connolly, Director; Charles A Corry, Director; Ira
   J. Gumberg, Director; Pemberton Hutchinson, Director; George W.
   Johnstone, Director; Rotan E. Lee, Director; Edward J. McAniff,
   Director; Robert Mehrabian, Director; Seward Prosser Mellon,
   Director; Mark A. Nordenberg, Director; David S. Shapira, Director;
   Joab L. Thomas, Director; Wesley W. von Schack, Director.
By: /s/ Ann M.
     Sawchuck
Ann M. Sawchuck
Attorney-in-Fact
7
Index to Exhibits
Exhibit No.
Description
Method of Filing
4.1
Restated
     Articles of Incorporation of Mellon Bank Corporation, as amended
     and restated as of September 15, 1998.
Previously
     filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q (File
     No. 1-7410) for the quarter ended September 30, 1998, and
     incorporated herein by reference.
4.2
By-Laws of
     Mellon Bank Corporation, as amended, effective November 5, 1998.
Previously
     filed as Exhibit 3.2 to the Quarterly Report on Form 10-Q (File
     No. 1-7410) for the quarter ended September 30, 1998, and
     incorporated herein by reference.
4.3
Shareholder
     Protection Rights Agreement between Mellon Bank Corporation and
     Mellon Bank, N.A., as Rights Agent, as amended and restated as of
     May 17, 1999.
Previously
     filed as Exhibit 1 to Form 8-A/A Registration Statement (File No.
     1-7410) dated May 17, 1999, and incorporated herein by reference.
5.1
Opinion of
     Carl Krasik, Esq. as to the legality of the Common Stock being
     registered.
Filed
     herewith.
15.1
Consent of
     KPMG LLP.
Filed
     herewith.
23.1
Consent of
     Carl Krasik, Esq. (included in Exhibit 5.1).
Filed
     herewith.
24.1
Powers
     of Attorney.
Filed
     herewith.
8