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) - April 1, 1998



                           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

         By press release dated April 1, 1998, Mellon Bank Corporation announced
         that it has completed its previously announced acquisition of Founders
         Asset Management, Inc.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS


Exhibit  Description
Number

99.1     Mellon Bank Corporation Press Release, dated April 1, 1998, announcing
         the matter referenced in Item 5 above.


                                   SIGNATURES

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:  April 2, 1998          By:  CARL KRASIK
                                   Carl Krasik
                                   Associate General Counsel & Secretary

 
                                 EXHIBIT INDEX


Number                  Description                 Method of Filing
                  
99.1                    Press Release dated         Filed herewith
                        April 1, 1998

EX-99.1

                                                                    Exhibit 99.1
 

       CONTACTS:
                   Mellon              Dreyfus                Founders
       Media:      Ron Gruendl         Patrice M. Kozlowski   Steven Shapiro
                   (412) 234-7157      (212) 922-6030         (303) 394-7833
       Analysts:   Donald J. MacLeod                        
                   (412) 234-5601                            


           MELLON COMPLETES ACQUISITION OF FOUNDERS ASSET MANAGEMENT

     NEW YORK and DENVER, April 1, 1998--Mellon Bank Corporation (NYSE: MEL)
today announced that it has completed its previously announced acquisition of
Founders Asset Management, Inc.  A manager of growth-oriented no-load equity
mutual funds and other investment portfolios, Founders has approximately $7
billion of assets under management.  Mellon and Founders signed a definitive
agreement in December 1997.  Terms of the transaction were not disclosed.

     The combination of Dreyfus and Founders will bolster equity mutual fund
assets under Dreyfus' money management organization to more than 30 percent.
Adding Founders' growth-oriented funds to Dreyfus' existing equity funds means
Mellon can offer access to a comprehensive lineup of 48 equity funds, with a
total of more than $30 billion in equity assets under management.

     Founders will become a subsidiary of Mellon Bank, N.A. and will remain
headquartered in Denver, operating as Founders Asset Management LLC.  Founders'
existing management team will remain in place, with retiring Chairman and Chief
Executive Officer Bjorn K. "Erik" Borgen serving as a director of the Founders
Funds and as a consultant to Dreyfus.

          A broad-based financial services company with a bank at its core,
Mellon Bank Corporation ranks among the nation's largest bank holding companies
in market capitalization.  With more than $300 billion of assets under
management and $1.5 trillion of assets under administration, Mellon provides a
full range of banking, investment and trust products and services to individuals
and small, midsize and large businesses and institutions.  Its mutual fund
companies, The Dreyfus Corporation and Founders Asset Management, places Mellon
as the leading bank manager of mutual funds.  Headquartered in Pittsburgh,
Mellon's principal subsidiary is Mellon Bank, N.A.

          Press releases and other information about Mellon Bank Corporation and
its products and services are available at www.mellon.com on the Internet.  For
Mellon press releases by fax, call 1 800 758-5804, identification number 552187.

          For more information about the Founders Funds, including management
fees and expenses, please call Founders Asset Management, LLC at 1 800 525-2440
for a prospectus.  Please read the prospectus carefully before you invest or
send money.  Premier Mutual Fund Services, Inc., distributor of the Founders
Funds.

          For more information about the Dreyfus Funds, including management
fees and expenses, please call Dreyfus at 1 800 645-6561 for a prospectus.
Please read the prospectus carefully before you invest or send money.  Premier
Mutual Fund Services, Inc., distributor of the Dreyfus Funds.

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