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) - September 20, 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 EVENT

Mellon Bank Corporation (the "Corporation") announced an 
increase in the quarterly cash dividend and a three-for-two 
split of the Corporation's Common Stock.

The Corporation's increased its Common Stock dividend by 21% 
to 67.5 cents per share on a pre-split basis, payable on 
November 15, 1994 to shareholders of record at the close of 
business on October 31, 1994.

The Corporation also announced a three-for-two stock split 
of its Common Stock which is being structured as a special 
dividend of one additional share of Common Stock being paid
on every two outstanding shares of its Common Stock. The
additional shares resulting from the split will be distributed 
on November 15, 1994 to holders of record on November 1, 1994.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS
 
Exhibit
Number          Description

 99.1           Mellon Bank Corporation's Press Release, dated 
                September 20, 1994, announcing an increase in the 
                Corporation's Common Stock dividend and a three-for-two
                stock split of its Common Stock.

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:  September 21, 1994          By: 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
           September 20, 1994

EX-99

 
                                                           EX-99.1
            [Logo of Mellon Bank Corporation]


            ANALYSTS:
            --------
            Donald J. MacLeod
            (412) 234-5601

 Contact:   MEDIA:                               Corporate Affairs Group
            -----                                One Mellon Bank Center
            Margaret K. Cohen                    Pittsburgh, PA 15258-0001
            (412) 234-0850

- --------------------------------------------------------------------------------


            MELLON ANNOUNCES DIVIDEND INCREASE AND THREE-FOR-TWO STOCK SPLIT

            PITTSBURGH, Sept. 20, 1994 -- The board of directors of Mellon Bank 
            Corporation (NYSE: MEL) today approved an increase in the quarterly 
            cash dividend and a three-for-two split of the Corporation's common 
            stock.

            Mellon increased its common dividend by 21 percent to 67.5 cents
            per share on a pre-split basis.  The increased dividend is payable
            on Nov. 15, 1994, to shareholders of record on Oct. 31, 1994.

            The three-for-two stock split is being structured as a special
            stock dividend of one additional share of common stock being paid
            on every two currently outstanding shares of common stock.  The
            additional shares resulting from the split will be distributed on
            Nov. 15, 1994, to holders of record on Nov. 1, 1994.  On a
            post-split basis, the Corporation's quarterly dividend would
            amount to 45 cents per share.

            "Our dividend increase reflects the Corporation's strong capital 
            position and earnings," said Frank V. Cahouet, chairman, president
            and chief executive officer of Mellon Bank Corporation.  "The
            stock split should provide for a more favorable trading range and
            broaden the distribution of Mellon's shares."

            The board also declared quarterly dividends on Mellon Series H 
            preferred stock (NYSE: MEL Pr H) at the rate of $2.60 per share per 
            annum; Mellon Series I preferred stock (NYSE: MEL Pr I) at the rate
            of $2.40 per share per annum; Mellon Series J preferred stock
            (NYSE: MEL Pr J) at the rate of $2.125 per share per annum; and
            Mellon Series K preferred stock (NYSE: MEL Pr K) at the rate of
            $2.05 per share per annum.  Dividends on the Series H preferred
            stock, Series I preferred stock, Series J preferred stock and
            Series K preferred stock are payable on Nov. 15, 1994, to
            shareholders of record at the close of business on Oct. 31, 1994.

            With assets of approximately $37 billion, Mellon Bank Corporation
            is a major financial services company headquartered in Pittsburgh,
            providing a full range of banking and investment services and
            products to individuals and small, mid-sized and large companies
            and institutions.

                                            # # #