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) - May 21, 1996



                           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 that its Board of
         Directors has authorized the repurchase of up to 5 million shares of
         common stock.  This repurchase program is in addition to the 3.5
         million share repurchase program announced in the first quarter of this
         year, under which approximately 2.6 million shares have been purchased.
         Such repurchases will be made in open market or privately negotiated
         transactions from time to time and may occur during the monthly pricing
         period for purchases under the Corporation's Dividend Reinvestment and
         Common Stock Purchase Plan.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit
Number   Description

99.1     Mellon Bank Corporation Press Release, dated May 21, 1996
         announcing a new common stock repurchase program.

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:  May 22, 1996           By:   STEVEN G. ELLIOTT
                                  Steven G. Elliott
                                  Vice Chairman, Chief Financial Officer
                                  & Treasurer

 
                                 EXHIBIT INDEX



Number   Description                           Method of Filing


99.1    Press Release dated May 21, 1996       Filed herewith

EX-99.1

 
                                                                      EX-99.1

[LOGO OF MELLON]  ANALYSTS:                            News Release
                  ---------
                  Donald J. MacLeod   David T. Lamar
   Contact:       (412) 234-5601      (412) 234-4633   Corporate Affairs
                                                       One Mellon Bank Center
                                                       Pittsburgh, PA 15258-0001
                        MEDIA:
                        ------
                        Stephen K. Dishart
                        (412) 234-0850
- --------------------------------------------------------------------------------

FOR IMMEDIATE RELEASE

MELLON BANK CORPORATION ANNOUNCES 5 MILLION COMMON SHARE REPURCHASE
- -------------------------------------------------------------------

PITTSBURGH, May 21, 1996--Mellon Bank Corporation (NYSE:  MEL) announced today
that its board of directors has authorized the repurchase of up to 5 million
shares of common stock. This repurchase program is in addition to the 3.5
million share repurchase program announced in the first quarter of this year,
under which approximately 2.6 million shares have been purchased.  The
Corporation will make the new purchases from time to time in the open market or
through privately negotiated transactions.  The repurchase is an efficient means
of returning excess capital to shareholders.

         Since the first quarter of 1995, Mellon has repurchased 21.2 million
common shares and equivalents through common share repurchases.  These
repurchases included an 8 million share repurchase initiated in October 1995 and
completed in February 1996.  Three other repurchase programs--one authorized in
the fourth quarter of 1994, a second in the third quarter of 1995 and the third
in the first quarter of 1996--were done to make additions to the Corporation's
treasury shares for employee benefit and dividend reinvestment plan purposes.
In addition, in the second quarter of 1995 the Corporation repurchased 3.75
million shares of common stock as well as warrants for an additional 4.5 million
shares of common stock from American Express issued in 1993 as part of the
purchase price of The Boston Company.
                                     (more)

 
Mellon Announces Additional Repurchase Authorization
May 21, 1996
Page 2


         With balance sheet assets of more than $41 billion and assets under
management or administration of more than $1.1 trillion, Mellon Bank Corporation
is a major financial services company headquartered in Pittsburgh; its primary
subsidiary is Mellon Bank, N.A.  Mellon provides a full range of banking and
investment products and services to individuals and small, midsize and large
businesses and institutions.  Its principal mutual fund business is The Dreyfus
Corporation.

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