<PAGE>
 
                      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        (I.R.S. Employer
      incorporation or organization)          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
                           STOCK OPTION PLAN FOR THE
         MELLON FINANCIAL GROUP - WEST COAST BOARD OF DIRECTORS (1998)
                            (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
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                               Proposed            Proposed 
                                                Maximum             Maximum 
 Title of Securities      Amount to be      Offering Price         Aggregate               Amount of
 to be Registered          Registered          Per Share         Offering Price        Registration Fee
-------------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                  <C>                  <C>
Common Stock         
($0.50 par value) (1)       30,000            $55.35375 (2)       $1,660,313 (2)             $490 (2)
-------------------------------------------------------------------------------------------------------
</TABLE>
(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) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) of the Securities Act, on the basis of $55.35375 per
share, the average sale price of the Common Stock in the consolidated reporting
system on September 30, 1998.
<PAGE>
 
                                    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, 1997, filed pursuant to Section 13 of the Exchange Act.

  (2)  The Corporation's Quarterly Reports on Form 10Q for the quarters ended
  March 31, 1998 and June 30, 1998, filed pursuant to Section 13 of the Exchange
  Act.

  (3)  The Corporation's Current Reports on Form 8-K dated January 8, 1998,
  January 8, 1998, January 16, 1998, February 2, 1998, February 9, 1998,
  February 17, 1998, February 24, 1998, April 1, 1998, April 21, 1998, April 22,
  1998, April 26, 1998, May 20, 1998, July 21, 1998 and July 24, 1998, 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.

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.

                                       1
<PAGE>
 
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 one of
its subsidiaries and holds options to purchase additional shares of the
Corporation's Common Stock issued pursuant to the Corporation's Long-Term Profit
Incentive Plan.

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.

                                       2
<PAGE>
 
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:

<TABLE>
<CAPTION>
Number                                          Description
------                                          -----------
<C>                 <S>
 
   4.1              Restated Articles of Incorporation of Mellon Bank Corporation, as
                    amended and restated as of September 17, 1998.
 
   4.2              By-Laws of Mellon Bank Corporation, as amended, effective September
                    16, 1997.
 
   4.3              Shareholder Protection Rights Agreement between Mellon Bank
                    Corporation and Mellon Bank, N.A., as Rights Agent, dated as of
                    October 15, 1996.
 
   4.4              Amendment No. 1, dated as of June 2, 1997, to Shareholder
                    Protection Rights Agreement between Mellon Bank Corporation and
                    Mellon Bank, N.A., as Rights Agent, dated as of October 15, 1996.
 
</TABLE>

                                       3
<PAGE>
 
<TABLE>
<C>                 <S>
 
   5.1              Opinion of Carl Krasik, Esq. as to the legality of the Common Stock
                    being registered
 
   15.1             Consent of KPMG Peat Marwick LLP
 
   23.1             Consent of Carl Krasik, Esq. (included in Exhibit 5.1)
 
   24.1             Powers of Attorney
 
 </TABLE>
 
 
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.

                                       4
<PAGE>
 
(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 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.

                                       5
<PAGE>
 
                                   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
2nd day of October, 1998.

                              Mellon Bank Corporation


                              By:  Steven G. Elliott
                                   -----------------  
                                   Steven G. Elliott
                                   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 2nd day of October, 1998.

                              By:  Steven G. Elliott
                                   -----------------   
                                   Steven G. Elliott
                                   Principal Financial Officer


                              By:  Michael K. Hughey
                                   ----------------- 
                                   Michael K. Hughey
                                   Principal Accounting Officer

Frank V. Cahouet, Director And Principal Executive Officer; Dwight L. Allison,
Jr., Director; Burton C. Borgelt, Director; Carol R. Brown, Director; Jared L.
Cohon, Director; Christopher M. Condron, Director; J. W. Connolly, Director;
Charles A Corry, Director; C. Frederick Fetterolf, Director; Ira J. Gumberg,
Director; Pemberton Hutchinson, Director; George W. Johnstone, Director; Rotan
E. Lee, Director; Andrew W. Mathieson, Director; Edward J. McAniff, Director;
Martin G. McGuinn, Director; Seward Prosser Mellon, Director; Robert Mehrabian,
Director; Mark A. Nordenberg, Director; David S. Shapira, Director; W. Keith
Smith, Director; Joab L. Thomas, Director; Wesley W. von Schack, Director;
William J. Young, Director.


                              By:  Ann M. Sawchuck
                                   ---------------
                                   Ann M. Sawchuck
                                   Attorney-in-fact

                                       6
<PAGE>
 
                               Index to Exhibits

<TABLE>
<CAPTION>
Exhibit
  No.                 Description                            Method of Filing
<C>          <S>                                             <C>
   4.1       Restated Articles of Incorporation of Mellon    Filed Herewith.
             Bank Corporation, as amended and restated as
             of September 17, 1998.
 
 
   4.2       By-Laws of Mellon Bank Corporation, as          Previously filed as Exhibit
             amended, effective September 16, 1997.          4.4 to Registration
                                                             Statement on Form S-3
                                                             (Registration No. 333-38213)
                                                             and incorporated herein by
                                                             reference.
 
   4.3       Shareholder Protection Rights Agreement         Previously filed as Exhibit
             between Mellon Bank Corporation and Mellon      1 to Form 8-A Registration
             Bank, N.A., as Rights Agent, dated as of        Statement (File No. 1-7410)
             October 15, 1996.                               dated October 29, 1996, and
                                                             incorporated herein by
                                                             reference.
 
   4.4       Amendment No. 1, dated as of June 2, 1997, to   Previously filed as Exhibit
             Shareholder Protection Rights Agreement         4.1 to the Quarterly Report
             between Mellon Bank Corporation and Mellon      on Form 10-Q (File No.
             Bank, N.A., as Rights Agent, dated as of        1-7410) for the quarter
             October 15, 1996.                               ended June 30, 1997, and
                                                             incorporated herein by
                                                             reference.
 
   5.1       Opinion of Carl Krasik, Esq. as to the          Filed herewith
             legality of the Common Stock being registered.
 
   15.1      Consent of KPMG Peat Marwick LLP                Filed herewith.

   23.1      Consent of Carl Krasik, Esq. (included in
             Exhibit 5.1)                                    Filed herewith.
 
   24.1      Powers of Attorney                              Filed herewith.
 
 
 
</TABLE>

                                       7
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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        (I.R.S. Employer
      incorporation or organization)          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
                           STOCK OPTION PLAN FOR THE
         MELLON FINANCIAL GROUP - WEST COAST BOARD OF DIRECTORS (1998)
                            (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
-------------------------------------------------------------------------------------------------------
                                               Proposed            Proposed 
                                                Maximum             Maximum 
 Title of Securities      Amount to be      Offering Price         Aggregate               Amount of
 to be Registered          Registered          Per Share         Offering Price        Registration Fee
-------------------------------------------------------------------------------------------------------
Common Stock         
($0.50 par value) (1)       30,000            $55.35375 (2)       $1,660,313 (2)             $490 (2)
-------------------------------------------------------------------------------------------------------
(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) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) of the Securities Act, on the basis of $55.35375 per
share, the average sale price of the Common Stock in the consolidated reporting
system on September 30, 1998.
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, 1997, filed pursuant to Section 13 of the Exchange Act.

  (2)  The Corporation's Quarterly Reports on Form 10Q for the quarters ended
  March 31, 1998 and June 30, 1998, filed pursuant to Section 13 of the Exchange
  Act.

  (3)  The Corporation's Current Reports on Form 8-K dated January 8, 1998,
  January 8, 1998, January 16, 1998, February 2, 1998, February 9, 1998,
  February 17, 1998, February 24, 1998, April 1, 1998, April 21, 1998, April 22,
  1998, April 26, 1998, May 20, 1998, July 21, 1998 and July 24, 1998, 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.

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.

                                       1
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 one of
its subsidiaries and holds options to purchase additional shares of the
Corporation's Common Stock issued pursuant to the Corporation's Long-Term Profit
Incentive Plan.

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.

                                       2
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 17, 1998.
 
   4.2              By-Laws of Mellon Bank Corporation, as amended, effective September
                    16, 1997.
 
   4.3              Shareholder Protection Rights Agreement between Mellon Bank
                    Corporation and Mellon Bank, N.A., as Rights Agent, dated as of
                    October 15, 1996.
 
   4.4              Amendment No. 1, dated as of June 2, 1997, to Shareholder
                    Protection Rights Agreement between Mellon Bank Corporation and
                    Mellon Bank, N.A., as Rights Agent, dated as of October 15, 1996.
3
5.1              Opinion of Carl Krasik, Esq. as to the legality of the Common Stock
                    being registered
 
   15.1             Consent of KPMG Peat Marwick LLP
 
   23.1             Consent of Carl Krasik, Esq. (included in Exhibit 5.1)
 
   24.1             Powers of Attorney
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.

                                       4
(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 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.

                                       5
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
2nd day of October, 1998.

                              Mellon Bank Corporation

                              By:  Steven G. Elliott
                                   -----------------  
                                   Steven G. Elliott
                                   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 2nd day of October, 1998.

                              By:  Steven G. Elliott
                                   -----------------   
                                   Steven G. Elliott
                                   Principal Financial Officer

                              By:  Michael K. Hughey
                                   ----------------- 
                                   Michael K. Hughey
                                   Principal Accounting Officer

Frank V. Cahouet, Director And Principal Executive Officer; Dwight L. Allison,
Jr., Director; Burton C. Borgelt, Director; Carol R. Brown, Director; Jared L.
Cohon, Director; Christopher M. Condron, Director; J. W. Connolly, Director;
Charles A Corry, Director; C. Frederick Fetterolf, Director; Ira J. Gumberg,
Director; Pemberton Hutchinson, Director; George W. Johnstone, Director; Rotan
E. Lee, Director; Andrew W. Mathieson, Director; Edward J. McAniff, Director;
Martin G. McGuinn, Director; Seward Prosser Mellon, Director; Robert Mehrabian,
Director; Mark A. Nordenberg, Director; David S. Shapira, Director; W. Keith
Smith, Director; Joab L. Thomas, Director; Wesley W. von Schack, Director;
William J. Young, Director.

                              By:  Ann M. Sawchuck
                                   ---------------
                                   Ann M. Sawchuck
                                   Attorney-in-fact

                                       6
Index to Exhibits
Exhibit
  No.                 Description                            Method of Filing
4.1       Restated Articles of Incorporation of Mellon    Filed Herewith.
             Bank Corporation, as amended and restated as
             of September 17, 1998.
 
 
   4.2       By-Laws of Mellon Bank Corporation, as          Previously filed as Exhibit
             amended, effective September 16, 1997.          4.4 to Registration
                                                             Statement on Form S-3
                                                             (Registration No. 333-38213)
                                                             and incorporated herein by
                                                             reference.
 
   4.3       Shareholder Protection Rights Agreement         Previously filed as Exhibit
             between Mellon Bank Corporation and Mellon      1 to Form 8-A Registration
             Bank, N.A., as Rights Agent, dated as of        Statement (File No. 1-7410)
             October 15, 1996.                               dated October 29, 1996, and
                                                             incorporated herein by
                                                             reference.
 
   4.4       Amendment No. 1, dated as of June 2, 1997, to   Previously filed as Exhibit
             Shareholder Protection Rights Agreement         4.1 to the Quarterly Report
             between Mellon Bank Corporation and Mellon      on Form 10-Q (File No.
             Bank, N.A., as Rights Agent, dated as of        1-7410) for the quarter
             October 15, 1996.                               ended June 30, 1997, and
                                                             incorporated herein by
                                                             reference.
 
   5.1       Opinion of Carl Krasik, Esq. as to the          Filed herewith
             legality of the Common Stock being registered.
 
   15.1      Consent of KPMG Peat Marwick LLP                Filed herewith.

   23.1      Consent of Carl Krasik, Esq. (included in
             Exhibit 5.1)                                    Filed herewith.
 
   24.1      Powers of Attorney                              Filed herewith.
7