8-K

                SECURITIES  AND  EXCHANGE  COMMISSION

                       Washington, D.C. 20549



                              FORM 8-K

                           CURRENT REPORT



    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported) - January 5, 1994



                          MELLON  BANK  CORPORATION
              (Exact name of registrant as specified in charter)




          Pennsylvania            1-7410                        25-1233834
 (State or other jurisdiction   (Commission                  (I.R.S. Employer
       of incorporation)        File Number)                Identification No.)



                 One Mellon Bank Center
                   500 Grant Street
                 Pittsburgh, Pennsylvania                             15258
        (Address of principal executive offices)                    (Zip code)



     Registrant's telephone number, including area code - (412) 234-5000

 
ITEM 5.    OTHER EVENTS

Mellon Bank Corporation (the "Corporation") announced that it 
has reached a settlement with Smith Barney Shearson Inc. in 
connection with litigation concerning the provision of 
administration services to various mutual funds affiliated 
with Smith Barney.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

Exhibit
Number     Description

99.1       Press release dated January 5, 1994, of Mellon 
           Bank Corporation announcing that a settlement has 
           been reached between the Corporation and Smith 
           Barney Shearson Inc. in connection with the mutual 
           fund administration litigation initiated by Mellon in 
           September of 1993.

Pursuant to the requirements of the Securities Exchange Act 
of 1934, the Registrant has duly caused this report to be 
signed on its behalf by the undersigned thereunto duly 
authorized.


                                       MELLON BANK CORPORATION



Date:  January 6, 1994             By: /s/ James M. Gockley 
                                         James M. Gockley
                                        Assistant General
                                       Counsel and Secretary

 
                                EXHIBIT INDEX



Number        Description                            Method of Filing

99.1       Press Release dated                      Filed herewith
           January 5, 1994

EX-99.1

 
[MELLON LOGO]                                       EX-99.1
MELLON NEWS RELEASE





MELLON                  TRAVELERS

ANALYSTS                ANALYSTS
John W. Calnan          Barbara Yastine
412-234-4633            212-891-8872
                                                Corporate Affairs Group
MEDIA                   MEDIA (SMITH BARNEY)    One Mellon Bank Center
Thomas W. Butch         Bob Connor              Pittsburgh, PA 15258-0001
412-234-6436            212-698-3123



FOR IMMEDIATE RELEASE


MELLON, SMITH BARNEY REACH SETTLEMENT IN MUTUAL FUND
ADMINISTRATION CASE

PITTSBURGH, Jan. 5, 1994 -- Mellon Bank Corporation and Smith Barney 
Shearson Inc. announced today that they have settled their litigation 
concerning the provision of administration services to various mutual 
funds affiliated with Smith Barney.

Under terms of the settlement agreement, which will remain in effect 
through May 2000, the companies will work together to provide 
administration services to certain funds affiliated with Smith Barney.  
Smith Barney will seek to be appointed administrator for certain of its 
affiliated funds, in addition to its current roles as investment 
adviser and distributor.  Smith Barney would, in turn, enter into 
sub-administration agreements with Mellon for certain administration 
services.

Incorporated in the settlement agreement are all Smith Barney Shearson 
funds (formerly known as Shearson Lehman funds) that existed prior to 
Smith Barney's March 12, 1993, agreement to purchase Shearson Lehman 
Brothers' mutual fund and brokerage businesses, as well as Smith Barney 
Shearson-sponsored funds covered by a Dec. 1, 1993 court decision 
regarding Smith Barney's non-compete and other obligations to Mellon 
resulting from Mellon's acquisition of The Boston Company.

                                 -more-



Mellon, Smith Barney Reach Settlement
Jan. 5, 1994
Page 2


Fees for the services provided by both companies will be based on total 
assets in the funds.  Based on current fund asset levels and 
anticipated growth in the funds' assets, Mellon expects that 1994 
revenues from mutual fund administration activities relating to the 
Smith Barney Shearson funds should be marginally lower than those 
expected for 1994 immediately prior to litigation.  However, Mellon 
expects that, in subsequent years, revenues from such activities should 
exceed those expected immediately prior to litigation.

"Throughout the litigation process, we have been guided by our 
determination to protect Mellon's position in the mutual fund 
administration business.  With this settlement, we have met that 
objective.  We have preserved our relationship with the Smith Barney 
Shearson fund family into the next century, and will benefit from the 
ongoing growth of one of the nation's premier fund families," said 
Frank V. Cahouet, chairman, president and chief executive officer of 
Mellon Bank Corporation.  "We're confident that, under the leadership 
of Sandy Weill and his team, this fund family will continue its 
impressive record of growth."

Sanford I. Weill, chairman of The Travelers, parent company of Smith 
Barney Shearson, said, "We are pleased to have resolved this highly 
complex matter in a mutually satisfactory manner.  We believe the new 
arrangement not only serves the best interests of the mutual funds' 
shareholders but also represents a practical and positive relationship 
for Smith Barney Shearson and Mellon Bank Corporation as service 
providers to the funds."


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