<PAGE> 

                                         Registration No. 333-         
                                                

               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.)

                            One 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. 
  1999 Long-Term Incentive Plan of The Bank of New York Company, Inc. 
                        (Full title of the plans)
                   __________________________________
                      Phebe C. Miller, Secretary 
                   The Bank of New York Company, Inc.
                            One Wall Street
                      New York, New York  10286

                 (Name and address of agent for service)
                    __________________________________
                            (212) 635-1643
       (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,	41,000,000 	$36.50(1)      $1,496,500,000(1) $416,027
$7.50 par value	shares

Preferred Stock 41,000,000          (2)              (2)           (2)
Purchase Rights  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 May 17, 1999.

(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") are hereby incorporated into 
this Registration Statement:

1.  The Company's Annual Report on Form 10-K for the year 
ended December 31, 1998;

2.  The Company's Current Reports on Form 8-K for the report 
dates January 19, January 29 and April 19, 1999.

3. 	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.

4.	The Profit-Sharing Plan's Report on Form 11-K for the year 
ended December 31, 1997.

In addition, all documents filed by the Company and the Profit 
Sharing Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) 
of the Securities Exchange Act of 1934, as amended, 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 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.

Item 4.	Description of Securities.

	Not applicable

<PAGE> 

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.  Mr. 
Immerman owns shares of the Common Stock and is a participant 
in the plans.

	Ernst & Young LLP, independent auditors, have audited 
the Company's consolidated financial statements included in 
the Company's Annual Report on Form 10-K for the year ended 
December 31, 1998, as set forth in their report, which is 
incorporated in this registration statement by reference.  
Such consolidated financial statements are incorporated by 
reference in reliance on such reports given upon the 
authority of such firm as experts in accounting and auditing.

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 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.

<PAGE> 

	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.  
						
<PAGE> 

	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 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.

<PAGE> 

	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 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 registrant 
incorporated by reference to Exhibit 4 to the 
registrant's Quarterly Report on Form 10-Q filed 
November 10, 1994 (File No. 1-6152)

4.2	Amendment to Certificate of Incorporation of the 
registrant dated July 9, 1996, incorporated by reference 
to Exhibit 4 to the Company's Quarterly Report on Form 
10-Q for the quarter ended June 30, 1996

<PAGE> 

4.2	Amendment to Certificate of Incorporation of the 
registrant dated July 16, 1998 incorporated by reference 
to Exhibit 4.3 to the Company's Registration Statement 
on Form S-3 filed January 6, 1999. (File Nos. 333-70187, 
333-70187-01, 333-70187-02, 333-70187-03 and 333-70187-04)

4.3  By-laws of the registrant, incorporated by reference to 
Exhibit 3(a) to the registrant's Quarterly Report on 
Form 10-Q for the quarter ended March 31, 1999 (File No. 1-6152)

4.4 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 
registrant's Registration Statement on Form 8-A, dated 
December 18, 1985 (File No. 1-6152)

4.5  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 (File No. 1-6152)

4.6 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, filed May 3, 1993, to the 
registrant's Registration Statement on Form 8-A, dated 
December 18, 1985 (File No. 1-6152)

4.7  Third Amendment, dated as of March 8, 1994, 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, filed March 23, 1994, to the 
registrant's Registration Statement on Form 8-A, dated 
December 18, 1985 (File No. 1-6152)

4.8	Specimen of Certificate for the registrant's Common 
Stock incorporated by reference to Exhibit 4.4 to the 
registrant's Registration Statement on Form S-8 filed 
January 29, 1993 (No. 33-57670)

4.9	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)

<PAGE> 

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

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

4.12	1993 Long-Term Incentive Plan of The Bank of New York 
Company, Inc. Performance Share Agreement, incorporated 
by reference to exhibit 4.11 to the Company's 
Registration Statement on Form S-8 filed December 14, 
1994 (Registration No. 33-56863)

4.13 1999 Long-Term Incentive Plan of The Bank of New York  
Company, Inc.

5.1  Opinion of Counsel

5.2	The registrant has submitted the Profit-Sharing Plan and 
any amendments thereto to the Internal Revenue Service 
("IRS") in a timely manner and has made or will make all 
changes required by the IRS in order to qualify the 
plan.

23   Consent of Ernst & Young LLP

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;

<PAGE> 

      (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 (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 

<PAGE> 

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.

<PAGE> 

                          SIGNATURES

	The Registrant. Pursuant to the requirements of the 
Securities Act of 1933, as amended, The Bank of New York 
Company, Inc. 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, State of New York, on the      
17th day of	May, 1999.

                                  The Bank of New York Company, Inc.
                                  (Registrant)
                                     /s/ Thomas A. Renyi
                                  By:______________________________
							
		Pursuant to the requirements of the Securities Act 
of 1933, as amended, this Registration Statement has been 
signed below by the following persons in the capacities 
indicated on the 17th day of May, 1999.

            Signature                                   Title 
            ---------                                   -----
                                        Chairman of the Board and 
                                        Chief Executive Officer
    /s/ Thomas A. Renyi                (Principal Executive 
_____________________________	          Officer) and Director
	(Thomas A. Renyi)
                                        Senior Executive Vice  
                                        President (Principal
   /s/ Bruce W. Van Saun                Financial Officer)
_____________________________		
	(Bruce W. Van Saun)
                                        Comptroller 
   /s/ Thomas J. Mastro                (Principal 
_____________________________	          Accounting Officer)
   (Thomas J. Mastro)

			*
_____________________________	          Director
   (J. Carter Bacot)

			*
_____________________________	          Director
   (Richard Barth)

			*
_____________________________	          Director
   (Frank J. Biondi)

			*
 ____________________________	          Director
   (William R. Chaney)


<PAGE> 

       Signature                               Title
       ---------                               -----
			*
_____________________________           Vice Chairman and Director
      (Alan R. Griffith)

			*
_____________________________           President and Director
	(Gerald L. Hassell)

			*
_____________________________           Director
	(Richard J. Kogan)

			*
_____________________________           Director
	(John A. Luke, Jr.)

			*
_____________________________           Director
	(John C. Malone)

			*
_____________________________           Director
      (Donald L. Miller)

			*
_____________________________           Director
      (Deno D. Papageorge)

			*
_____________________________           Director
      (Catherine A. Rein)

			*
_____________________________           Director
	(William C. Richardson)

			*
_____________________________           Director
	(Brian L. Roberts)

* Jacqueline R. McSwiggan, hereby signs this Registration 
Statement on Form S-8 on the 17th day of May, 1999 on behalf 
of each of the indicated persons for whom he is attorney-in-
fact pursuant to a power of attorney filed herein.

/s/ Jacqueline R. McSwiggan
___________________________
	Attorney-in-Fact

<PAGE> 

	The Plan. Pursuant to the requirements of the 
Securities Act of 1933, as amended, the Plan has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of New 
York, State of New York, on the 17th day of May, 1999.


                                Employees' Stock Purchase Plan 
                                of The Bank of New York 
                                Company, Inc.


                                     /s/ Thomas E. Angers
                                By:_________________________
                             Title: Senior Vice President

	The Plan. Pursuant to the requirements of the 
Securities Act of 1933, as amended, the Plan has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of New 
York, State of New York, on the 17th day of May, 1999.


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



                                      /s/ Thomas E. Angers
                                 By:_________________________
                              Title: Senior Vice President

	The Plan. Pursuant to the requirements of the 
Securities Act of 1933, as amended, the Plan has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of New 
York, State of New York, on the 17th day of May, 1999.



                                  1999 Long-Term Incentive Plan 
                                  of The Bank of New York 
                                  Company, Inc.



                                     /s/ Thomas E. Angers
                                 By:_________________________
                              Title: Senior Vice President

<PAGE> 

	The Plan. Pursuant to the requirements of the 
Securities Act of 1933, as amended, the Plan has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of New 
York, State of New York, on the 17th day of May, 1999.



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



                                    /s/ Thomas E. Angers
                                 By:_________________________
                              Title: Senior Vice President


<PAGE> 

EXHIBIT INDEX


Exhibit 4.10 	Employees' Profit Sharing Plan of The Bank of 
                  New York Company, Inc.

Exhibit 4.11	1993 Long-Term Incentive Compensation Plan of 
                  The Bank of New York Company, Inc.

Exhibit 4.13	1999 Long-Term Incentive Compensation Plan of 
                  The Bank of New York Company, Inc.

Exhibit 5.1       Opinion of Counsel

Exhibit 23   	Consent of Ernst & Young LLP

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

Exhibit 24	      Powers of Attorney
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Registration No. 333-         
                                                

               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.)

                            One 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. 
  1999 Long-Term Incentive Plan of The Bank of New York Company, Inc. 
                        (Full title of the plans)
                   __________________________________
                      Phebe C. Miller, Secretary 
                   The Bank of New York Company, Inc.
                            One Wall Street
                      New York, New York  10286

                 (Name and address of agent for service)
                    __________________________________
                            (212) 635-1643
       (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,	41,000,000 	$36.50(1)      $1,496,500,000(1) $416,027
$7.50 par value	shares

Preferred Stock 41,000,000          (2)              (2)           (2)
Purchase Rights  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 May 17, 1999.

(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") are hereby incorporated into 
this Registration Statement:

1.  The Company's Annual Report on Form 10-K for the year 
ended December 31, 1998;

2.  The Company's Current Reports on Form 8-K for the report 
dates January 19, January 29 and April 19, 1999.

3. 	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.

4.	The Profit-Sharing Plan's Report on Form 11-K for the year 
ended December 31, 1997.

In addition, all documents filed by the Company and the Profit 
Sharing Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) 
of the Securities Exchange Act of 1934, as amended, 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 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.

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.  Mr. 
Immerman owns shares of the Common Stock and is a participant 
in the plans.

	Ernst & Young LLP, independent auditors, have audited 
the Company's consolidated financial statements included in 
the Company's Annual Report on Form 10-K for the year ended 
December 31, 1998, as set forth in their report, which is 
incorporated in this registration statement by reference.  
Such consolidated financial statements are incorporated by 
reference in reliance on such reports given upon the 
authority of such firm as experts in accounting and auditing.

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 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 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 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 registrant 
incorporated by reference to Exhibit 4 to the 
registrant's Quarterly Report on Form 10-Q filed 
November 10, 1994 (File No. 1-6152)

4.2	Amendment to Certificate of Incorporation of the 
registrant dated July 9, 1996, incorporated by reference 
to Exhibit 4 to the Company's Quarterly Report on Form 
10-Q for the quarter ended June 30, 1996
4.2	Amendment to Certificate of Incorporation of the 
registrant dated July 16, 1998 incorporated by reference 
to Exhibit 4.3 to the Company's Registration Statement 
on Form S-3 filed January 6, 1999. (File Nos. 333-70187, 
333-70187-01, 333-70187-02, 333-70187-03 and 333-70187-04)

4.3  By-laws of the registrant, incorporated by reference to 
Exhibit 3(a) to the registrant's Quarterly Report on 
Form 10-Q for the quarter ended March 31, 1999 (File No. 1-6152)

4.4 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 
registrant's Registration Statement on Form 8-A, dated 
December 18, 1985 (File No. 1-6152)

4.5  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 (File No. 1-6152)

4.6 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, filed May 3, 1993, to the 
registrant's Registration Statement on Form 8-A, dated 
December 18, 1985 (File No. 1-6152)

4.7  Third Amendment, dated as of March 8, 1994, 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, filed March 23, 1994, to the 
registrant's Registration Statement on Form 8-A, dated 
December 18, 1985 (File No. 1-6152)

4.8	Specimen of Certificate for the registrant's Common 
Stock incorporated by reference to Exhibit 4.4 to the 
registrant's Registration Statement on Form S-8 filed 
January 29, 1993 (No. 33-57670)

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

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

4.12	1993 Long-Term Incentive Plan of The Bank of New York 
Company, Inc. Performance Share Agreement, incorporated 
by reference to exhibit 4.11 to the Company's 
Registration Statement on Form S-8 filed December 14, 
1994 (Registration No. 33-56863)

4.13 1999 Long-Term Incentive Plan of The Bank of New York  
Company, Inc.

5.1  Opinion of Counsel

5.2	The registrant has submitted the Profit-Sharing Plan and 
any amendments thereto to the Internal Revenue Service 
("IRS") in a timely manner and has made or will make all 
changes required by the IRS in order to qualify the 
plan.

23   Consent of Ernst & Young LLP

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 (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.
SIGNATURES

	The Registrant. Pursuant to the requirements of the 
Securities Act of 1933, as amended, The Bank of New York 
Company, Inc. 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, State of New York, on the      
17th day of	May, 1999.

                                  The Bank of New York Company, Inc.
                                  (Registrant)
                                     /s/ Thomas A. Renyi
                                  By:______________________________
							
		Pursuant to the requirements of the Securities Act 
of 1933, as amended, this Registration Statement has been 
signed below by the following persons in the capacities 
indicated on the 17th day of May, 1999.

            Signature                                   Title 
            ---------                                   -----
                                        Chairman of the Board and 
                                        Chief Executive Officer
    /s/ Thomas A. Renyi                (Principal Executive 
_____________________________	          Officer) and Director
	(Thomas A. Renyi)
                                        Senior Executive Vice  
                                        President (Principal
   /s/ Bruce W. Van Saun                Financial Officer)
_____________________________		
	(Bruce W. Van Saun)
                                        Comptroller 
   /s/ Thomas J. Mastro                (Principal 
_____________________________	          Accounting Officer)
   (Thomas J. Mastro)

			*
_____________________________	          Director
   (J. Carter Bacot)

			*
_____________________________	          Director
   (Richard Barth)

			*
_____________________________	          Director
   (Frank J. Biondi)

			*
 ____________________________	          Director
   (William R. Chaney)
Signature                               Title
       ---------                               -----
			*
_____________________________           Vice Chairman and Director
      (Alan R. Griffith)

			*
_____________________________           President and Director
	(Gerald L. Hassell)

			*
_____________________________           Director
	(Richard J. Kogan)

			*
_____________________________           Director
	(John A. Luke, Jr.)

			*
_____________________________           Director
	(John C. Malone)

			*
_____________________________           Director
      (Donald L. Miller)

			*
_____________________________           Director
      (Deno D. Papageorge)

			*
_____________________________           Director
      (Catherine A. Rein)

			*
_____________________________           Director
	(William C. Richardson)

			*
_____________________________           Director
	(Brian L. Roberts)

* Jacqueline R. McSwiggan, hereby signs this Registration 
Statement on Form S-8 on the 17th day of May, 1999 on behalf 
of each of the indicated persons for whom he is attorney-in-
fact pursuant to a power of attorney filed herein.

/s/ Jacqueline R. McSwiggan
___________________________
	Attorney-in-Fact
The Plan. Pursuant to the requirements of the 
Securities Act of 1933, as amended, the Plan has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of New 
York, State of New York, on the 17th day of May, 1999.

                                Employees' Stock Purchase Plan 
                                of The Bank of New York 
                                Company, Inc.

                                     /s/ Thomas E. Angers
                                By:_________________________
                             Title: Senior Vice President

	The Plan. Pursuant to the requirements of the 
Securities Act of 1933, as amended, the Plan has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of New 
York, State of New York, on the 17th day of May, 1999.

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

                                      /s/ Thomas E. Angers
                                 By:_________________________
                              Title: Senior Vice President

	The Plan. Pursuant to the requirements of the 
Securities Act of 1933, as amended, the Plan has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of New 
York, State of New York, on the 17th day of May, 1999.

                                  1999 Long-Term Incentive Plan 
                                  of The Bank of New York 
                                  Company, Inc.

                                     /s/ Thomas E. Angers
                                 By:_________________________
                              Title: Senior Vice President
The Plan. Pursuant to the requirements of the 
Securities Act of 1933, as amended, the Plan has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of New 
York, State of New York, on the 17th day of May, 1999.

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

                                    /s/ Thomas E. Angers
                                 By:_________________________
                              Title: Senior Vice President
EXHIBIT INDEX

Exhibit 4.10 	Employees' Profit Sharing Plan of The Bank of 
                  New York Company, Inc.

Exhibit 4.11	1993 Long-Term Incentive Compensation Plan of 
                  The Bank of New York Company, Inc.

Exhibit 4.13	1999 Long-Term Incentive Compensation Plan of 
                  The Bank of New York Company, Inc.

Exhibit 5.1       Opinion of Counsel

Exhibit 23   	Consent of Ernst & Young LLP

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

Exhibit 24	      Powers of Attorney