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) - December 19, 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

On December 19, 1994, Mellon Bank Corporation announced the upcoming redemption
of its Series H Preferred Stock.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit
Number   Description

 99.1    Mellon Bank Corporation's Press Release, dated December 19, 1994,
         announcing the upcoming redemption of the Corporation's Series H
         Preferred 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:  December 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
           December 19, 1994

EX-99.1

 
[LOGO OF MELLON BANK]                         Mellon News Release
  
                                              EX 99-1


        ANALYSTS:
        John W. Calnan
        (412) 234-4633
Contact:                                      Corporate Affairs Group
        MEDIA:                                One Mellon Bank Center
        Margaret K. Cohen                     Pittsburgh, PA 15258-0001
        (412) 234-0850



FOR IMMEDIATE RELEASE


MELLON BANK CORPORATION TO REDEEM SERIES H PREFERRED STOCK


PITTSBURGH, Dec. 19, l994 -- Mellon Bank Corporation today announced that its
Series H preferred stock (NYSE: MEL Pr H) will be redeemed at a price of $26.30
per share plus accrued dividends.  The $160 million of outstanding Series H
preferred stock carries an annual fixed dividend of $2.60 per share until its
redemption date of March 1, 1995.  The redemption is subject to Federal Reserve
Board approval.  Mellon said its fourth quarter 1994 earnings would decrease by
approximately 11 cents per share as a result of the redemption of the Series H
preferred stock, reflecting the premium, issuance costs and dividends accrued
through the redemption date.

With balance sheet assets of approximately $39 billion and assets under
management or administration of more than $850 billion, Mellon Bank Corporation
is a major financial services company headquartered in Pittsburgh, providing a
full range of banking and investment products and services to individuals,
businesses and institutions.

                                      ###