<PAGE>
 
                                                   Registration No. 33-


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                      
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    Under
                         The Securities Act of 1933
                                      
                     The Bank of New York Company, Inc.
           (Exact name of registrant as specified in its charter)
                                      
                New York                           13-2614959
       (State or other jurisdiction of            (I.R.S. Employer
       incorporation or organization)              Identification No.)
                                      
                               48 Wall Street
                          New York, New York 10286
                                      
        (Address of Principal Executive Offices, including Zip Code)
                                      
       Employees' Stock Purchase Plan of The Bank of New York Company,
                                    Inc.
       Employees' Profit-Sharing Plan of The Bank of New York Company,
                                    Inc.
       1993 Long-Term Incentive Plan of The Bank of New York Company,
                                    Inc.
                          (Full title of the plans)
                     __________________________________
                      Charles E. Rappold II, Secretary
                     The Bank of New York Company, Inc.
                               One Wall Street
                          New York, New York  10286
                                      
                   (Name and address of agent for service)
                     __________________________________
                               (212) 635-1466
        (Telephone number, including area code, of agent for service)
                                      
                       CALCULATION OF REGISTRATION FEE
                 Proposed         Proposed
Title of         Maximum          Maximum        Amount of
Securities to    Amount to be     Offering Price Aggregate      Registration
be Registered    Registered       Per Share      Offering Price Fee          

Common Stock,    9,000,000 shares  $27.187(1)    $244,683,000(1)  $84,374
$7.50 par value  

Preferred Stock  9,000,000 rights         (2)                (2)         (2)
Purchase Rights
<PAGE>
 
(1)  Estimated  solely   for  the   purpose  of  calculating  the
     registration fee  in accordance  with Rule  457(h) under the
     Securities Act  of 1933,  based upon the average of the high
     and low  prices of the Registrant's Common Stock as reported
     on the New York Stock Exchange Consolidated Tape on December
     12, 1994.

(2)  There is  no independent  market  for  the  Preferred  Stock
     Purchase Rights  (the "Rights")  at this  time.   Until  the
     occurrence of  certain prescribed events, the Rights are not
     exercisable, are  evidenced  by  the  certificates  for  the
     Common Stock  and will  be transferred  along with  and only
     with such  securities.   The market  price of  each share of
     Common Stock includes the value of the share of Common Stock
     together with the value of the Right appertaining thereto.
<PAGE>
 
                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference


        The following  documents filed  by The  Bank of New York
Company, Inc.   (the  "Company")  (File  No.  1-6152)  with  the
Securities and  Exchange Commission  (the "Commission") pursuant
to  the  Securities  Exchange  Act  of  1934,  as  amended  (the
"Exchange Act") are incorporated herein by reference:

        1. The Company's  Annual Report  on Form  10-K  for  the
fiscal year  ended December  31, 1993, and its amendment on Form
10-K/A dated September 19, 1994, filed pursuant to Section 13 of
the Exchange Act;

        2. The  Company's Quarterly Reports on Form 10-Q for the
quarters ended  March 31,  1994, June 30, 1994 and September 30,
1994;

        3. The  Company's Current  Reports on  Form 8-K  for the
report dates January 14, March 8, April 12, July 14, October 13, 
and December 6, 1994;
        
        4. The description of The Company's Common Stock and the
related  Preferred   Stock  Purchase  Rights  contained  in  the
Company's Registration Statement filed pursuant to Section 12 of
the Exchange  Act, including  any amendment  or report filed for
the purpose of updating such description; and

        5. The Profit-Sharing Plan's Report on Form 11-K for the
year ended December 31, 1993.

   All documents  filed by  the Company  and the  Profit-Sharing
Plan pursuant  to Section  13(a), 13(c),  14 and  15(d)  of  the
Exchange  Act  subsequent  to  the  date  of  this  Registration
Statement and  prior to the filing of a post-effective amendment
which indicates  that all  the Common  Stock offered  hereby has
been sold  or  which  deregisters  all  the  Common  Stock  then
remaining  unsold,   shall  be  deemed  to  be  incorporated  by
reference in this Registration Statement and to be a part hereof
from the  date of  filing of  such  documents.    Any  statement
contained  in   a  document   incorporated  or   deemed  to   be
incorporated by  reference herein shall be deemed to be modified
or superseded   for  purposes of  this Registration Statement to
the extent  that a  statement contained  herein or  in any other
subsequently filed  document which  also is  or is  deemed to be
incorporated by  reference herein  modifies or  supersedes  such
statement.   Any such  statement so modified or superseded shall
not  be   deemed,  except  as  so  modified  or  superseded,  to
constitute a part of this Registration Statement.



                             II - 3
<PAGE>
 
Item 4. Description of Securities.

        Not applicable

Item 5. Interests of Named Experts and Counsel

   The legality  of the  securities covered by this Registration
statement has  been passed  upon for  the  Company  by  Paul  A.
Immerman, Esq., Senior Counsel of The Bank of New York.

   The consolidated  financial statements  and related schedules
in the  Company's Annual  Report on Form 10-K dated December 31,
1993 incorporated  by reference  herein have  been  incorporated
herein in  reliance  upon  the  report  of  Deloitte  &  Touche,
independent certified public accountants, and upon the authority
of said firm as experts in auditing and accounting.

Item 6. Indemnification of Directors and Officers

        The By-Laws  (Section 7.1)  of the  Company provide  the
following:

        Except to  the extent  expressly prohibited  by the  New
York Business  Corporation Law,  the Company shall indemnify any
person made  or threatened  to be  made a party to any action or
proceeding, whether  civil or  criminal, by  reason of  the fact
that such  person or  such person's  testator or intestate is or
was a director or officer of the Company, or serves or served at
the request  of the  Company any other corporation, partnership,
joint venture,  trust, employee benefit plan or other enterprise
in any  capacity, against  judgments, fines,  penalties, amounts
paid in settlement and reasonable expenses, including attorneys'
fees, incurred  in connection with such action or proceeding, or
any appeal  therein; provided that no such indemnification shall
be made  if a  judgment or  other final  adjudication adverse to
such person  establishes that  his or her acts were committed in
bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that
he or  she personally gained in fact a financial profit or other
advantage to  which he  or she  was not  legally  entitled;  and
provided further  that no such indemnification shall be required
with  respect   to  any   settlement  or   other  nonadjudicated
disposition of  any threatened  or pending  action or proceeding
unless  the   Company  has  given  its  prior  consent  to  such
settlement or other disposition.
   The Company  may advance  or promptly  reimburse upon request
any  person   entitled  to  indemnification  hereunder  for  all
expenses,  including  attorneys'  fees,  reasonably  incurred in
defending any  action or  proceeding in  advance  of  the  final
disposition thereof  upon receipt  of an  undertaking by  or  on
behalf of  such person  to repay  such amount  if such person is
ultimately found not to be entitled to indemnification or, where
indemnification is  granted,  to  the  extent  the  expenses  so



                             II - 4
<PAGE>
 
advanced or reimbursed exceed the amount to which such person is
entitled; provided, however, that such person shall cooperate in
good faith  with any  request by the Company that common counsel
be utilized  by the  parties to  an action or proceeding who are
similarly situated unless to do so would be inappropriate due to
actual or  potential differing  interests between  or among such
parties.

        Nothing herein  shall limit  or affect  any right of any
person otherwise  than hereunder to indemnification or expenses,
including attorneys'  fees, under any statute, rule, regulation,
certificate of incorporation, by-law, insurance policy, contract
or otherwise.

        Anything   in    these   By-laws    to   the    contrary
notwithstanding, no elimination of this By-law, and no amendment
to this  By-law adversely  affecting the  right of any person to
indemnification or  advancement of  expenses hereunder, shall be
effective until  the 60th day following notice to such person of
such action,  and no  elimination of or amendment to this By-law
shall deprive  any person of his or her rights hereunder arising
out of  alleged or  actual occurrences,  acts or failures to act
prior to such  60th day.
        
        The Company  shall not,  except  by  elimination  of  or
amendment to  this  By-law  in  a  manner  consistent  with  the
preceding paragraph, take any corporate action or enter into any
agreement which prohibits, or otherwise limits the rights of any
person to,  indemnification in accordance with the provisions of
this By-Law.  The indemnification of any person provided by this
By-Law shall  continue after  such person  has ceased  to  be  a
director or  officer of  the Company  and  shall  inure  to  the
benefit of  such person's  heirs, executors,  administrators and
legal representatives.

        The Company  is authorized to enter into agreements with
any  of   its  directors   or  officers   extending  rights   to
indemnification and  advancement of  expenses to  such person to
the fullest  extent permitted by applicable law, but the failure
to enter  into any  such agreement shall not affect or limit the
rights  of  such  person  pursuant  to  this  By-law,  it  being
expressly recognized  hereby that  all directors  or officers of
the Company  by serving  as such  after the adoption hereof, are
acting in  reliance hereon  and that  the Company is estopped to
contend otherwise.
                        
   In case  any provision  in this By-law shall be determined at
any  time   to  be  unenforceable  in  any  respect,  the  other
provisions shall not in any way be affected or impaired thereby,
and the  affected provision  shall be given the fullest possible
enforcement in  the circumstances, it being the intention of the
Company to afford indemnification and advancement of expenses to
its directors  and officers, acting in such capacities or in the




                             II - 5
<PAGE>
 
other  capacities   mentioned  herein   to  the  fullest  extent
permitted by law.

        For purposes of this By-law, the Company shall be deemed
to have  requested a  person to  serve an  employee benefit plan
where the performance by such person of his or her duties to the
Company also  imposes duties  on, or otherwise involves services
by, such  person to the plan or participants or beneficiaries of
the plan,  and excise taxes assessed on a person with respect to
any employee  benefit plan  pursuant to  applicable law shall be
considered indemnifiable expenses.  For purposes of this By-law,
the term  "Company" shall  include any  legal successor  to  the
Company,  including   any  corporation  which  acquires  all  or
substantially all  of the  assets of  the Company in one or more
transactions.

        A person  who has  been successful,  on  the  merits  or
otherwise, in  the defense  of a  civil or  criminal  action  or
proceeding of  the character described in the first paragraph of
this  By-law   shall  be   indemnified  as  authorized  in  such
paragraph.   Except as  provided in  the preceding  sentence and
unless ordered  by a  court, indemnification  under this  By-law
shall be  made by the Company if, and only if, authorized in the
specific case:

     (1)  By  the  Board  of  Directors  acting  by  a  quorum
               consisting of     directors who are not parties
               to   such action  or proceeding  upon a finding
               that   the director  or  officer  has  met  the
               standard of   conduct  set forth  in the  first
               paragraph of this By-law, or,

     (2)   If such  a quorum  is not  obtainable or,  even  if
               obtainable, a quorum of disinterested directors
               so directs:

           (a) by the  Board of  Directors upon  the opinion  in
               writing  of   independent  legal   counsel   that
               indemnification is  proper in  the  circumstances
               because the  standard of conduct set forth in the
               first paragraph  of this  By-law has  been met by
               such director or officer, or

           (b) by the  shareholders  upon  a  finding  that  the
               director  or   officer  has  met  the  applicable
               standard of conduct set forth in such paragraph.

If any  action with  respect to indemnification of directors and
officers  is  taken  by  way  of  amendment  of  these  By-Laws,
resolution of directors, or by agreement, the Company shall, not
later than  the next annual meeting of shareholders, unless such
meeting is held within three months from the date of such action
and, in  any event,  within fifteen months from the date of such
action, mail  to its shareholders of record at the time entitled



                             II - 6
<PAGE>
 
to vote for the election of directors a statement specifying the
action taken.


        With certain  limitations, Sections  721 through  726 of
the New  York Business  Corporation Law  permit a corporation to
indemnify a director or officer made a party to an action (i) by
a corporation or in its right in order to procure a judgement in
its favor  unless he  shall have  breached his  duties, or  (ii)
other than  an action  by or  in the right of the corporation in
order to  procure a  judgment in  its favor  if such director or
officer acted  in good faith and in a manner reasonably believed
to be in or, in certain cases, not opposed to such corporation's
best interests,  and additionally,  in criminal  actions, had no
reasonable cause to believe his conduct was unlawful.


        In addition,  the  Company  maintains  a  directors  and
officers insurance policy.


Item 7. Exemption from Registration Claimed.

        Not applicable

Item 8. Exhibits.

Exhibit
Number     Description of Exhibits

 4.1      Restated  Certificate   of  Incorporation   of   the
          Company, incorporated  by reference  to Exhibit 4 to
          the Company's  Quarterly Report on Form 10-Q for the
          quarter ended September 30, 1994.
     
 4.2      By-laws of the Company, incorporated by reference to
          Exhibit 3(a)  to the Company's 1987 Annual Report on
          Form 10-K.
     
 4.3      Rights Agreement, including form of Preferred Stock
          Purchase Rights, incorporated herein by reference to
          the Company's Registration Statement on Form 8-A
          dated December 18, 1985.

 4.4      First Amendment, dated as of June 13, 1989, to the
          Rights Agreement, including form of Preferred Stock
          Purchase Right, dated as of December 10, 1985,
          between The Bank of New York Company, Inc. and The
          Bank of New York, as Rights Agent, incorporated by
          reference to the amendment on Form 8, dated June 14,
          1989, to the registrant's Registration Statement on
          Form 8-A, dated December 18, 1985.





                             II - 7
<PAGE>
 
 4.5      Second Amendment, dated as of April 30, 1993, to the
          Rights Agreement,  including form of Preferred Stock
          Purchase Right,  dated  as  of  December  10,  1985,
          between The  Bank of  New York Company, Inc. and The
          Bank of  New York,  as Rights Agent, incorporated by
          reference to  the amendment  on  Form  8-A/A,  dated
          April 30,  1993, to  the  registrant's  Registration
          Statement on Form 8-A, dated December 18, 1985.
          
 4.6      Third Amendment,  dated as  of March 8, 1994, to the
          Rights Agreement,  dated as  of December  10,  1985,
          between The  Bank of  New York Company, Inc. and The
          Bank of  New York,  as Rights Agent, incorporated by
          reference to  Exhibit 4(a)  to the Company's Current
          Report on  Form 8-K  for the  Report Date  March  8,
          1994.
          
 4.7      Specimen  of  Certificate  for  the Company's Common
          Stock, incorporated  by   reference  to  exhibit 4.4
          to the Company's Registration Statement  on  Form S-
          8 filed  January  29,  1993  (Registration  No.  33-
          57670).

 4.8      Employees' Stock  Purchase Plan  of  The Bank of New
          York Company,  Inc., incorporated  by  reference  to
          exhibit 4.5  to the Company's Registration Statement
          on   Form S-8  filed January  29, 1993 (Registration
          No. 33-57670).

 4.9      Employees'  Profit  Sharing  Plan of The Bank of New
          York Company, Inc.

 4.10     1993 Long-Term  Incentive Plan  of The  Bank of  New
          York Company, Inc.

 4.11     1993 Long-Term  Incentive Plan  of The  Bank of  New
          York  Company,  Inc. Form of Performance Share 
          Agreement.

 5.1      Opinion of Counsel

 5.2      Determination  Letter   from  the  Internal  Revenue
          Service   regarding    the    Profit-Sharing    Plan
          (incorporated herein  by reference to Exhibit 5.2 to
          the Company's  Registration Statement  on  Form  S-8
          filed January 29, 1993 (Registration No. 33-57670)).

 23.1     Consent of Deloitte & Touche LLP

 23.2     Consent of Arthur Andersen LLP





                             II - 8
<PAGE>
 
 23.3     Consent of  counsel (included in Exhibit 5.1 to this
          Registration Statement).

 24       Powers of Attorney



Item 9.  Undertakings

        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   (a)(1)(i)   and
(a)(1)(ii) do not apply if the registration statement is on Form
S-8, and  the information  required to  be included  in a  post-
effective amendment by those paragraphs is contained in periodic
reports filed  with  or  furnished  to  the  Commission  by  the
registrant pursuant  to Section  13 or  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.

        (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.

        The undersigned  registrant hereby  undertakes that, for
purposes of  determining any  liability under the Securities Act
of 1933,  each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934



                             II - 9
<PAGE>
 
(and, where  applicable, each  filing  of  an  employee  benefit
plan's annual report pursuant to 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 registration
statement relating  to the  securities offered  therein, and the
offering of  such securities  at the  time shall be deemed to be
the initial bona fide offering thereof.

        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.
                    
        The undersigned  registrant  has  received  a  favorable
determination letter  from the  Internal  Revenue  Service  (the
"IRS") dated  June 23,  1986, with respect to the Profit-Sharing
Plan.  The Plan has been amended since the date of the favorable
determination  letter   and  the   undersigned  registrant   has
submitted the  Plan, as  amended, to  the IRS  for  a  favorable
determination  letter   on  its   continued  qualification   and
undertakes to  make all  changes required by the IRS in order to
obtain such letter.
                                



















                            II - 10
<PAGE>
 
                           SIGNATURES

        Pursuant to  the requirements  of the  Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of 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 New York, and the State of New York, on the 13th day
of December, 1994.

                            The Bank of New York Company, Inc.



                            By: /s/ Deno D. Papageorge
                                _______________________________
                                Deno D. Papageorge
                                Senior Executive Vice President

        Pursuant to  the requirements  of the  Securities Act of
1933,  this  registration  statement  has  been  signed  by  the
following persons in the capacities indicated on the 13th day of
December, 1994.

        Signature                            Title     

                                    Chairman of the Board and
                                    Chief Executive Officer
/s/ (J. Carter Bacot)               (Principal Executive         
_____________________________       Officer) and Director
    (J. Carter Bacot)

                                    Senior Executive Vice        
                                    President
/s/ (Deno D. Papageorge)            (Principal Financial
_____________________________       Officer)
    (Deno D. Papageorge)

                                    Comptroller
                                    (Principal
                                    Accounting Officer)
/s/ (Robert E. Keilman)
_____________________________
    (Robert E. Keilman)


                                    Director
   (Richard Barth)


           *                        Director
   (William R. Chaney)







                            II - 11
<PAGE>
 
        Signature                   Title


           *                        Vice Chairman and Director
   (Samuel F. Chevalier)
                            

           *                        Director
   (Anthony P. Gammie)



                                    Director
   (Ralph E. Gomory)



           *                        Vice Chairman and Director         
   (Alan R. Griffith)               
   



           *                        Director
   (Edward L. Hennessy, Jr.)



           *                        Director
   (John C. Malone)



           *                        Director
   (Donald L. Miller)



           *                        Director
   (H. Barclay Morley)



           *                        Director
   (Martha T. Muse)



           *                        Director
   (Catherine A. Rein)







                            II - 12 
<PAGE>
 
           Signature                Title


             *                      President and Director
     (Thomas A. Renyi)



             *                      Director
     (Harold E. Sells)



             *                      Director
     (Delbert C. Staley)



             *                      Director
     (W.S. White, Jr.)



             *                      Director
     (Samuel H. Woolley)            


*  Deno D. Papageorge, by signing
his name hereto on December 13, 
1994,does hereby sign this document 
on behalf of each of the indicated 
directors of the registrant pursuant 
to powers of attorney duly executed 
by such persons.


/s/ Deno D. Papageorge
- ------------------------------------
Deno D. Papageorge, Attorney-in-Fact

9633I
















                            II - 13
<PAGE>
 
                        EXHIBIT INDEX


Exhibit
Number     Description of Exhibits

 4.1      Restated  Certificate   of  Incorporation  of  the
          Company, incorporated by reference to Exhibit 4 to
          the Company's  Quarterly Report  on Form  10-Q for
          the quarter ended September 30, 1994.
     
 4.2       By-laws of the Company, incorporated by reference
          to Exhibit  3(a)  to  the  Company's  1987  Annual
          Report on Form 10-K.
     
 4.3         Rights  Agreement, including  form of Preferred
          Stock  Purchase  Rights,  incorporated  herein  by
          reference to  the Company's Registration Statement
          on Form 8-A dated December 18, 1985.

 4.4      First Amendment, dated as of June 13, 1989, to the
          Rights  Agreement,  including  form  of  Preferred
          Stock Purchase  Right, dated  as of  December  10,
          1985, between  The Bank  of New York Company, Inc.
          and  The  Bank  of  New  York,  as  Rights  Agent,
          incorporated by reference to the amendment on Form
          8,  dated  June  14,  1989,  to  the  registrant's
          Registration Statement on Form 8-A, dated December
          18, 1985.

 4.5        Second Amendment, dated as of April 30, 1993, to
          the Rights  Agreement, including form of Preferred
          Stock Purchase  Right, dated  as of  December  10,
          1985, between  The Bank  of New York Company, Inc.
          and  The  Bank  of  New  York,  as  Rights  Agent,
          incorporated by reference to the amendment on Form
          8-A/A, dated  April 30,  1993, to the registrant's
          Registration Statement on Form 8-A, dated December
          18, 1985.
          
 4.6      Third Amendment, dated as of March 8, 1994, to the
          Rights Agreement,  dated as  of December 10, 1985,
          between The Bank of New York Company, Inc. and The
          Bank of New York, as Rights Agent, incorporated by
          reference to Exhibit 4(a) to the Company's Current
          Report on  Form 8-K  for the  Report Date March 8,
          1994.
          
 4.7         Specimen   of   Certificate  for  the Company's
          Common Stock,  incorporated  by    reference    to
          exhibit  4.4   to   the   Company's   Registration
          Statement   on   Form S-8  filed January  29, 1993
          (Registration No. 33-57670).

 4.8        Employees' Stock  Purchase Plan  of  The Bank of
          New York  Company, Inc., incorporated by reference
          to  exhibit  4.5  to  the  Company's  Registration
          Statement   on   Form S-8  filed January  29, 1993
          (Registration No. 33-57670).

 4.9        Employees'  Profit  Sharing  Plan of The Bank of
          New York Company, Inc.

 4.10     1993 Long-Term  Incentive Plan  of The Bank of New
          York Company, Inc.
<PAGE>
 
 4.11     1993 Long-Term  Incentive Plan  of The Bank of New
          York Company,  Inc. Form of Performance Share  
          Agreement.

 5.1      Opinion of Counsel

 5.2      Determination Letter  from  the  Internal  Revenue
          Service   regarding    the   Profit-Sharing   Plan
          (incorporated herein  by reference  to Exhibit 5.2
          to the Company's Registration Statement on Form S-
          8 filed  January 29,  1993 (Registration  No.  33-
          57670)).

 23.1     Consent of Deloitte & Touche LLP

 23.2     Consent of Arthur Andersen LLP

 23.3     Consent of  counsel (included  in Exhibit  5.1  to
          this Registration Statement).

 24       Powers of Attorney
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Registration No. 33-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                      
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    Under
                         The Securities Act of 1933
                                      
                     The Bank of New York Company, Inc.
           (Exact name of registrant as specified in its charter)
                                      
                New York                           13-2614959
       (State or other jurisdiction of            (I.R.S. Employer
       incorporation or organization)              Identification No.)
                                      
                               48 Wall Street
                          New York, New York 10286
                                      
        (Address of Principal Executive Offices, including Zip Code)
                                      
       Employees' Stock Purchase Plan of The Bank of New York Company,
                                    Inc.
       Employees' Profit-Sharing Plan of The Bank of New York Company,
                                    Inc.
       1993 Long-Term Incentive Plan of The Bank of New York Company,
                                    Inc.
                          (Full title of the plans)
                     __________________________________
                      Charles E. Rappold II, Secretary
                     The Bank of New York Company, Inc.
                               One Wall Street
                          New York, New York  10286
                                      
                   (Name and address of agent for service)
                     __________________________________
                               (212) 635-1466
        (Telephone number, including area code, of agent for service)
                                      
                       CALCULATION OF REGISTRATION FEE
                 Proposed         Proposed
Title of         Maximum          Maximum        Amount of
Securities to    Amount to be     Offering Price Aggregate      Registration
be Registered    Registered       Per Share      Offering Price Fee          

Common Stock,    9,000,000 shares  $27.187(1)    $244,683,000(1)  $84,374
$7.50 par value  

Preferred Stock  9,000,000 rights         (2)                (2)         (2)
Purchase Rights
(1)  Estimated  solely   for  the   purpose  of  calculating  the
     registration fee  in accordance  with Rule  457(h) under the
     Securities Act  of 1933,  based upon the average of the high
     and low  prices of the Registrant's Common Stock as reported
     on the New York Stock Exchange Consolidated Tape on December
     12, 1994.

(2)  There is  no independent  market  for  the  Preferred  Stock
     Purchase Rights  (the "Rights")  at this  time.   Until  the
     occurrence of  certain prescribed events, the Rights are not
     exercisable, are  evidenced  by  the  certificates  for  the
     Common Stock  and will  be transferred  along with  and only
     with such  securities.   The market  price of  each share of
     Common Stock includes the value of the share of Common Stock
     together with the value of the Right appertaining thereto.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        The following  documents filed  by The  Bank of New York
Company, Inc.   (the  "Company")  (File  No.  1-6152)  with  the
Securities and  Exchange Commission  (the "Commission") pursuant
to  the  Securities  Exchange  Act  of  1934,  as  amended  (the
"Exchange Act") are incorporated herein by reference:

        1. The Company's  Annual Report  on Form  10-K  for  the
fiscal year  ended December  31, 1993, and its amendment on Form
10-K/A dated September 19, 1994, filed pursuant to Section 13 of
the Exchange Act;

        2. The  Company's Quarterly Reports on Form 10-Q for the
quarters ended  March 31,  1994, June 30, 1994 and September 30,
1994;

        3. The  Company's Current  Reports on  Form 8-K  for the
report dates January 14, March 8, April 12, July 14, October 13, 
and December 6, 1994;
        
        4. The description of The Company's Common Stock and the
related  Preferred   Stock  Purchase  Rights  contained  in  the
Company's Registration Statement filed pursuant to Section 12 of
the Exchange  Act, including  any amendment  or report filed for
the purpose of updating such description; and

        5. The Profit-Sharing Plan's Report on Form 11-K for the
year ended December 31, 1993.

   All documents  filed by  the Company  and the  Profit-Sharing
Plan pursuant  to Section  13(a), 13(c),  14 and  15(d)  of  the
Exchange  Act  subsequent  to  the  date  of  this  Registration
Statement and  prior to the filing of a post-effective amendment
which indicates  that all  the Common  Stock offered  hereby has
been sold  or  which  deregisters  all  the  Common  Stock  then
remaining  unsold,   shall  be  deemed  to  be  incorporated  by
reference in this Registration Statement and to be a part hereof
from the  date of  filing of  such  documents.    Any  statement
contained  in   a  document   incorporated  or   deemed  to   be
incorporated by  reference herein shall be deemed to be modified
or superseded   for  purposes of  this Registration Statement to
the extent  that a  statement contained  herein or  in any other
subsequently filed  document which  also is  or is  deemed to be
incorporated by  reference herein  modifies or  supersedes  such
statement.   Any such  statement so modified or superseded shall
not  be   deemed,  except  as  so  modified  or  superseded,  to
constitute a part of this Registration Statement.

                             II - 3
Item 4. Description of Securities.

        Not applicable

Item 5. Interests of Named Experts and Counsel

   The legality  of the  securities covered by this Registration
statement has  been passed  upon for  the  Company  by  Paul  A.
Immerman, Esq., Senior Counsel of The Bank of New York.

   The consolidated  financial statements  and related schedules
in the  Company's Annual  Report on Form 10-K dated December 31,
1993 incorporated  by reference  herein have  been  incorporated
herein in  reliance  upon  the  report  of  Deloitte  &  Touche,
independent certified public accountants, and upon the authority
of said firm as experts in auditing and accounting.

Item 6. Indemnification of Directors and Officers

        The By-Laws  (Section 7.1)  of the  Company provide  the
following:

        Except to  the extent  expressly prohibited  by the  New
York Business  Corporation Law,  the Company shall indemnify any
person made  or threatened  to be  made a party to any action or
proceeding, whether  civil or  criminal, by  reason of  the fact
that such  person or  such person's  testator or intestate is or
was a director or officer of the Company, or serves or served at
the request  of the  Company any other corporation, partnership,
joint venture,  trust, employee benefit plan or other enterprise
in any  capacity, against  judgments, fines,  penalties, amounts
paid in settlement and reasonable expenses, including attorneys'
fees, incurred  in connection with such action or proceeding, or
any appeal  therein; provided that no such indemnification shall
be made  if a  judgment or  other final  adjudication adverse to
such person  establishes that  his or her acts were committed in
bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that
he or  she personally gained in fact a financial profit or other
advantage to  which he  or she  was not  legally  entitled;  and
provided further  that no such indemnification shall be required
with  respect   to  any   settlement  or   other  nonadjudicated
disposition of  any threatened  or pending  action or proceeding
unless  the   Company  has  given  its  prior  consent  to  such
settlement or other disposition.
   The Company  may advance  or promptly  reimburse upon request
any  person   entitled  to  indemnification  hereunder  for  all
expenses,  including  attorneys'  fees,  reasonably  incurred in
defending any  action or  proceeding in  advance  of  the  final
disposition thereof  upon receipt  of an  undertaking by  or  on
behalf of  such person  to repay  such amount  if such person is
ultimately found not to be entitled to indemnification or, where
indemnification is  granted,  to  the  extent  the  expenses  so

                             II - 4
advanced or reimbursed exceed the amount to which such person is
entitled; provided, however, that such person shall cooperate in
good faith  with any  request by the Company that common counsel
be utilized  by the  parties to  an action or proceeding who are
similarly situated unless to do so would be inappropriate due to
actual or  potential differing  interests between  or among such
parties.

        Nothing herein  shall limit  or affect  any right of any
person otherwise  than hereunder to indemnification or expenses,
including attorneys'  fees, under any statute, rule, regulation,
certificate of incorporation, by-law, insurance policy, contract
or otherwise.

        Anything   in    these   By-laws    to   the    contrary
notwithstanding, no elimination of this By-law, and no amendment
to this  By-law adversely  affecting the  right of any person to
indemnification or  advancement of  expenses hereunder, shall be
effective until  the 60th day following notice to such person of
such action,  and no  elimination of or amendment to this By-law
shall deprive  any person of his or her rights hereunder arising
out of  alleged or  actual occurrences,  acts or failures to act
prior to such  60th day.
        
        The Company  shall not,  except  by  elimination  of  or
amendment to  this  By-law  in  a  manner  consistent  with  the
preceding paragraph, take any corporate action or enter into any
agreement which prohibits, or otherwise limits the rights of any
person to,  indemnification in accordance with the provisions of
this By-Law.  The indemnification of any person provided by this
By-Law shall  continue after  such person  has ceased  to  be  a
director or  officer of  the Company  and  shall  inure  to  the
benefit of  such person's  heirs, executors,  administrators and
legal representatives.

        The Company  is authorized to enter into agreements with
any  of   its  directors   or  officers   extending  rights   to
indemnification and  advancement of  expenses to  such person to
the fullest  extent permitted by applicable law, but the failure
to enter  into any  such agreement shall not affect or limit the
rights  of  such  person  pursuant  to  this  By-law,  it  being
expressly recognized  hereby that  all directors  or officers of
the Company  by serving  as such  after the adoption hereof, are
acting in  reliance hereon  and that  the Company is estopped to
contend otherwise.
                        
   In case  any provision  in this By-law shall be determined at
any  time   to  be  unenforceable  in  any  respect,  the  other
provisions shall not in any way be affected or impaired thereby,
and the  affected provision  shall be given the fullest possible
enforcement in  the circumstances, it being the intention of the
Company to afford indemnification and advancement of expenses to
its directors  and officers, acting in such capacities or in the

                             II - 5
other  capacities   mentioned  herein   to  the  fullest  extent
permitted by law.

        For purposes of this By-law, the Company shall be deemed
to have  requested a  person to  serve an  employee benefit plan
where the performance by such person of his or her duties to the
Company also  imposes duties  on, or otherwise involves services
by, such  person to the plan or participants or beneficiaries of
the plan,  and excise taxes assessed on a person with respect to
any employee  benefit plan  pursuant to  applicable law shall be
considered indemnifiable expenses.  For purposes of this By-law,
the term  "Company" shall  include any  legal successor  to  the
Company,  including   any  corporation  which  acquires  all  or
substantially all  of the  assets of  the Company in one or more
transactions.

        A person  who has  been successful,  on  the  merits  or
otherwise, in  the defense  of a  civil or  criminal  action  or
proceeding of  the character described in the first paragraph of
this  By-law   shall  be   indemnified  as  authorized  in  such
paragraph.   Except as  provided in  the preceding  sentence and
unless ordered  by a  court, indemnification  under this  By-law
shall be  made by the Company if, and only if, authorized in the
specific case:

     (1)  By  the  Board  of  Directors  acting  by  a  quorum
               consisting of     directors who are not parties
               to   such action  or proceeding  upon a finding
               that   the director  or  officer  has  met  the
               standard of   conduct  set forth  in the  first
               paragraph of this By-law, or,

     (2)   If such  a quorum  is not  obtainable or,  even  if
               obtainable, a quorum of disinterested directors
               so directs:

           (a) by the  Board of  Directors upon  the opinion  in
               writing  of   independent  legal   counsel   that
               indemnification is  proper in  the  circumstances
               because the  standard of conduct set forth in the
               first paragraph  of this  By-law has  been met by
               such director or officer, or

           (b) by the  shareholders  upon  a  finding  that  the
               director  or   officer  has  met  the  applicable
               standard of conduct set forth in such paragraph.

If any  action with  respect to indemnification of directors and
officers  is  taken  by  way  of  amendment  of  these  By-Laws,
resolution of directors, or by agreement, the Company shall, not
later than  the next annual meeting of shareholders, unless such
meeting is held within three months from the date of such action
and, in  any event,  within fifteen months from the date of such
action, mail  to its shareholders of record at the time entitled

                             II - 6
to vote for the election of directors a statement specifying the
action taken.

        With certain  limitations, Sections  721 through  726 of
the New  York Business  Corporation Law  permit a corporation to
indemnify a director or officer made a party to an action (i) by
a corporation or in its right in order to procure a judgement in
its favor  unless he  shall have  breached his  duties, or  (ii)
other than  an action  by or  in the right of the corporation in
order to  procure a  judgment in  its favor  if such director or
officer acted  in good faith and in a manner reasonably believed
to be in or, in certain cases, not opposed to such corporation's
best interests,  and additionally,  in criminal  actions, had no
reasonable cause to believe his conduct was unlawful.

        In addition,  the  Company  maintains  a  directors  and
officers insurance policy.

Item 7. Exemption from Registration Claimed.

        Not applicable

Item 8. Exhibits.

Exhibit
Number     Description of Exhibits

 4.1      Restated  Certificate   of  Incorporation   of   the
          Company, incorporated  by reference  to Exhibit 4 to
          the Company's  Quarterly Report on Form 10-Q for the
          quarter ended September 30, 1994.
     
 4.2      By-laws of the Company, incorporated by reference to
          Exhibit 3(a)  to the Company's 1987 Annual Report on
          Form 10-K.
     
 4.3      Rights Agreement, including form of Preferred Stock
          Purchase Rights, incorporated herein by reference to
          the Company's Registration Statement on Form 8-A
          dated December 18, 1985.

 4.4      First Amendment, dated as of June 13, 1989, to the
          Rights Agreement, including form of Preferred Stock
          Purchase Right, dated as of December 10, 1985,
          between The Bank of New York Company, Inc. and The
          Bank of New York, as Rights Agent, incorporated by
          reference to the amendment on Form 8, dated June 14,
          1989, to the registrant's Registration Statement on
          Form 8-A, dated December 18, 1985.

                             II - 7
4.5      Second Amendment, dated as of April 30, 1993, to the
          Rights Agreement,  including form of Preferred Stock
          Purchase Right,  dated  as  of  December  10,  1985,
          between The  Bank of  New York Company, Inc. and The
          Bank of  New York,  as Rights Agent, incorporated by
          reference to  the amendment  on  Form  8-A/A,  dated
          April 30,  1993, to  the  registrant's  Registration
          Statement on Form 8-A, dated December 18, 1985.
          
 4.6      Third Amendment,  dated as  of March 8, 1994, to the
          Rights Agreement,  dated as  of December  10,  1985,
          between The  Bank of  New York Company, Inc. and The
          Bank of  New York,  as Rights Agent, incorporated by
          reference to  Exhibit 4(a)  to the Company's Current
          Report on  Form 8-K  for the  Report Date  March  8,
          1994.
          
 4.7      Specimen  of  Certificate  for  the Company's Common
          Stock, incorporated  by   reference  to  exhibit 4.4
          to the Company's Registration Statement  on  Form S-
          8 filed  January  29,  1993  (Registration  No.  33-
          57670).

 4.8      Employees' Stock  Purchase Plan  of  The Bank of New
          York Company,  Inc., incorporated  by  reference  to
          exhibit 4.5  to the Company's Registration Statement
          on   Form S-8  filed January  29, 1993 (Registration
          No. 33-57670).

 4.9      Employees'  Profit  Sharing  Plan of The Bank of New
          York Company, Inc.

 4.10     1993 Long-Term  Incentive Plan  of The  Bank of  New
          York Company, Inc.

 4.11     1993 Long-Term  Incentive Plan  of The  Bank of  New
          York  Company,  Inc. Form of Performance Share 
          Agreement.

 5.1      Opinion of Counsel

 5.2      Determination  Letter   from  the  Internal  Revenue
          Service   regarding    the    Profit-Sharing    Plan
          (incorporated herein  by reference to Exhibit 5.2 to
          the Company's  Registration Statement  on  Form  S-8
          filed January 29, 1993 (Registration No. 33-57670)).

 23.1     Consent of Deloitte & Touche LLP

 23.2     Consent of Arthur Andersen LLP

                             II - 8
23.3     Consent of  counsel (included in Exhibit 5.1 to this
          Registration Statement).

 24       Powers of Attorney

Item 9.  Undertakings

        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   (a)(1)(i)   and
(a)(1)(ii) do not apply if the registration statement is on Form
S-8, and  the information  required to  be included  in a  post-
effective amendment by those paragraphs is contained in periodic
reports filed  with  or  furnished  to  the  Commission  by  the
registrant pursuant  to Section  13 or  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.

        (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.

        The undersigned  registrant hereby  undertakes that, for
purposes of  determining any  liability under the Securities Act
of 1933,  each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

                             II - 9
(and, where  applicable, each  filing  of  an  employee  benefit
plan's annual report pursuant to 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 registration
statement relating  to the  securities offered  therein, and the
offering of  such securities  at the  time shall be deemed to be
the initial bona fide offering thereof.

        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.
                    
        The undersigned  registrant  has  received  a  favorable
determination letter  from the  Internal  Revenue  Service  (the
"IRS") dated  June 23,  1986, with respect to the Profit-Sharing
Plan.  The Plan has been amended since the date of the favorable
determination  letter   and  the   undersigned  registrant   has
submitted the  Plan, as  amended, to  the IRS  for  a  favorable
determination  letter   on  its   continued  qualification   and
undertakes to  make all  changes required by the IRS in order to
obtain such letter.
                                

                            II - 10
SIGNATURES

        Pursuant to  the requirements  of the  Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of 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 New York, and the State of New York, on the 13th day
of December, 1994.

                            The Bank of New York Company, Inc.

                            By: /s/ Deno D. Papageorge
                                _______________________________
                                Deno D. Papageorge
                                Senior Executive Vice President

        Pursuant to  the requirements  of the  Securities Act of
1933,  this  registration  statement  has  been  signed  by  the
following persons in the capacities indicated on the 13th day of
December, 1994.

        Signature                            Title     

                                    Chairman of the Board and
                                    Chief Executive Officer
/s/ (J. Carter Bacot)               (Principal Executive         
_____________________________       Officer) and Director
    (J. Carter Bacot)

                                    Senior Executive Vice        
                                    President
/s/ (Deno D. Papageorge)            (Principal Financial
_____________________________       Officer)
    (Deno D. Papageorge)

                                    Comptroller
                                    (Principal
                                    Accounting Officer)
/s/ (Robert E. Keilman)
_____________________________
    (Robert E. Keilman)

                                    Director
   (Richard Barth)

           *                        Director
   (William R. Chaney)

                            II - 11
Signature                   Title

           *                        Vice Chairman and Director
   (Samuel F. Chevalier)
                            

           *                        Director
   (Anthony P. Gammie)

                                    Director
   (Ralph E. Gomory)

           *                        Vice Chairman and Director         
   (Alan R. Griffith)               
   

           *                        Director
   (Edward L. Hennessy, Jr.)

           *                        Director
   (John C. Malone)

           *                        Director
   (Donald L. Miller)

           *                        Director
   (H. Barclay Morley)

           *                        Director
   (Martha T. Muse)

           *                        Director
   (Catherine A. Rein)

                            II - 12
Signature                Title

             *                      President and Director
     (Thomas A. Renyi)

             *                      Director
     (Harold E. Sells)

             *                      Director
     (Delbert C. Staley)

             *                      Director
     (W.S. White, Jr.)

             *                      Director
     (Samuel H. Woolley)            

*  Deno D. Papageorge, by signing
his name hereto on December 13, 
1994,does hereby sign this document 
on behalf of each of the indicated 
directors of the registrant pursuant 
to powers of attorney duly executed 
by such persons.

/s/ Deno D. Papageorge
- ------------------------------------
Deno D. Papageorge, Attorney-in-Fact

9633I

                            II - 13
EXHIBIT INDEX

Exhibit
Number     Description of Exhibits

 4.1      Restated  Certificate   of  Incorporation  of  the
          Company, incorporated by reference to Exhibit 4 to
          the Company's  Quarterly Report  on Form  10-Q for
          the quarter ended September 30, 1994.
     
 4.2       By-laws of the Company, incorporated by reference
          to Exhibit  3(a)  to  the  Company's  1987  Annual
          Report on Form 10-K.
     
 4.3         Rights  Agreement, including  form of Preferred
          Stock  Purchase  Rights,  incorporated  herein  by
          reference to  the Company's Registration Statement
          on Form 8-A dated December 18, 1985.

 4.4      First Amendment, dated as of June 13, 1989, to the
          Rights  Agreement,  including  form  of  Preferred
          Stock Purchase  Right, dated  as of  December  10,
          1985, between  The Bank  of New York Company, Inc.
          and  The  Bank  of  New  York,  as  Rights  Agent,
          incorporated by reference to the amendment on Form
          8,  dated  June  14,  1989,  to  the  registrant's
          Registration Statement on Form 8-A, dated December
          18, 1985.

 4.5        Second Amendment, dated as of April 30, 1993, to
          the Rights  Agreement, including form of Preferred
          Stock Purchase  Right, dated  as of  December  10,
          1985, between  The Bank  of New York Company, Inc.
          and  The  Bank  of  New  York,  as  Rights  Agent,
          incorporated by reference to the amendment on Form
          8-A/A, dated  April 30,  1993, to the registrant's
          Registration Statement on Form 8-A, dated December
          18, 1985.
          
 4.6      Third Amendment, dated as of March 8, 1994, to the
          Rights Agreement,  dated as  of December 10, 1985,
          between The Bank of New York Company, Inc. and The
          Bank of New York, as Rights Agent, incorporated by
          reference to Exhibit 4(a) to the Company's Current
          Report on  Form 8-K  for the  Report Date March 8,
          1994.
          
 4.7         Specimen   of   Certificate  for  the Company's
          Common Stock,  incorporated  by    reference    to
          exhibit  4.4   to   the   Company's   Registration
          Statement   on   Form S-8  filed January  29, 1993
          (Registration No. 33-57670).

 4.8        Employees' Stock  Purchase Plan  of  The Bank of
          New York  Company, Inc., incorporated by reference
          to  exhibit  4.5  to  the  Company's  Registration
          Statement   on   Form S-8  filed January  29, 1993
          (Registration No. 33-57670).

 4.9        Employees'  Profit  Sharing  Plan of The Bank of
          New York Company, Inc.

 4.10     1993 Long-Term  Incentive Plan  of The Bank of New
          York Company, Inc.
4.11     1993 Long-Term  Incentive Plan  of The Bank of New
          York Company,  Inc. Form of Performance Share  
          Agreement.

 5.1      Opinion of Counsel

 5.2      Determination Letter  from  the  Internal  Revenue
          Service   regarding    the   Profit-Sharing   Plan
          (incorporated herein  by reference  to Exhibit 5.2
          to the Company's Registration Statement on Form S-
          8 filed  January 29,  1993 (Registration  No.  33-
          57670)).

 23.1     Consent of Deloitte & Touche LLP

 23.2     Consent of Arthur Andersen LLP

 23.3     Consent of  counsel (included  in Exhibit  5.1  to
          this Registration Statement).

 24       Powers of Attorney