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 22, 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

         On April 22, 1998, Mellon Bank Corporation issued the press release
         attached hereto as Exhibit 99.1.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit  Description
Number

99.1     Mellon Bank Corporation Press Release, dated April 22, 1998.

                                   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 24, 1998         By: /s/ Steven G. Elliott
                                  _________________________________
                                  Steven G. Elliott
                                  Vice Chairman, Chief Financial Officer
                                  & Treasurer

 
                                 EXHIBIT INDEX


Number                        Description                    Method of Filing

99.1                          Press Release dated            Filed herewith
                              April 22, 1998

EX-99.1

 
                                                                Exhibit No. 99.1

                      Media                    Analysts
                      Sandra J. McLaughlin     Donald J. MacLeod
                      (412)234-4003            (412)234-5601

FOR IMMEDIATE RELEASE


                              MELLON NOT FOR SALE

PITTSBURGH, April 22, 1998--Mellon Bank Corporation Chairman, President and 
Chief Executive Officer Frank V. Cahouet today made the following statement:

     "We are not in negotiations with Bank of New York or anyone else. We are 
not interested in pursuing a transaction--we are not for sale. Our strategy has 
been working, and continues to work, exceptionally well in building shareholder 
value. In fact, our shareholders have been rewarded in the decade of the 1990s 
with a total return in excess of ten-fold. We will continue to build on that 
strategy in fee-based, high-growth businesses.

     "As a result of our discussions with Bank of New York last year, we are 
firmly convinced that any combination of the two organizations would be contrary
to the best interests of our shareholders, employees, customers and--in 
particular--the communities we serve."

     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.


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