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) – March 5, 2004

MELLON FINANCIAL CORPORATION

(Exact name of registrant as specified in charter)

Pennsylvania	1-7410	25-1233834
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Mellon 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 AND REQUIRED FD DISCLOSURE
	Effective April 1, 2004 Union Bank of California, National Association was appointed as successor Trustee to J.P. Morgan Trust Company, N.A., formerly known as Bank One Trust Company, N.A. for Securities issued under the Indenture dated as of June 12, 2000, among Mellon Funding Corporation, as Issuer, Mellon Financial Corporation, as Guarantor, and J.P. Morgan Trust Company, N.A. formerly known as Bank One Trust Company, N.A., as Trustee, as supplemented by the First Supplemental Indenture, dated as of April 30, 2001.
	Mellon Financial Corporation and Mellon Funding Corporation executed a second supplemental indenture dated as of March 5, 2004 (the “Second Supplemental Indenture”), to the Indenture dated as of June 12, 2000, among Mellon Funding Corporation, as Issuer, Mellon Financial Corporation, as Guarantor and J.P. Morgan Trust Company, N.A. formerly known as Bank One Trust Company, N.A., as Trustee, as supplemented by the First Supplemental Indenture, dated as of April 30, 2001. The Second Supplemental Indenture is filed as an exhibit hereto.
ITEM 7.	FINANCIAL STATEMENTS AND EXHIBITS
	The following exhibits are filed herewith and are incorporated by reference into Registration Statement Nos. 333-107400, 333-107400-01, 333-107400-02, 333-107400-03, and 333-107400-04 pertaining to, among other things, certain debt securities of Mellon Funding Corporation and the related guarantees of Mellon Financial Corporation.
Exhibit Number	Description
4.26	Second Supplemental Indenture dated as of March 5, 2004 among Mellon Funding Corporation, Mellon Financial Corporation and J.P. Morgan Trust Company, N.A. formerly known as Bank One Trust Company, N.A., Trustee.
25.9	T-1 Statement of Eligibility of Union Bank of California, National Association.

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.

Dated: April 14, 2004	MELLON FINANCIAL CORPORATION
	By:	/s/ MICHAEL A. BRYSON
		Michael A. Bryson Chief Financial Officer

EXHIBIT INDEX

Number	Description	Method of Filing
4.26	Second Supplemental Indenture dated as of March 5, 2004	Filed herewith
25.9	Form T-1	Filed herewith

EX-4.26

Exhibit 4.26

MELLON FUNDING CORPORATION, ISSUER

AND

MELLON FINANCIAL CORPORATION, GUARANTOR

TO

JPMORGAN TRUST COMPANY, N.A. FORMERLY KNOWN AS

BANK ONE TRUST COMPANY, N.A., TRUSTEE

SECOND SUPPLEMENTAL INDENTURE

Dated as of March 5, 2004

Second Supplemental Indenture, dated as of March 5, 2004 among Mellon Funding Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania having its principal executive office at One Mellon Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258 (herein called the “Company”), Mellon Financial Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania having its principal executive office at One Mellon Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258 (herein called the “Guarantor”), and JPMorgan Trust Company, N.A., formerly known as Bank One Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America having its principal corporate office at One North State Street, 9^th Floor, Chicago, Illinois 60602, as Trustee (herein called the “Trustee”).

RECITALS

The Company and the Guarantor have heretofore executed and delivered to the Trustee a certain indenture, dated as of June 12, 2000 (herein called the “Indenture”), and the First Supplemental Indenture, dated as of April 30, 2001 (herein called the “First Supplemental Indenture”), pursuant to which one or more series of unsecured subordinated debentures, notes or other evidences of indebtedness of the Company guaranteed on a subordinated basis by the Guarantor (herein called the “Securities”) may be issued from time to time by the Company. All capitalized terms used in this Second Supplemental Indenture which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The Company and the Guarantor desire and have requested the Trustee to join with them in the execution and delivery of this Second Supplemental Indenture for the purpose of amending the Indenture to provide for acceptance of appointment by a successor trustee whose Corporate Trust Office is located in California.

Section 1001(7) of the Indenture provides that a Supplemental Indenture may be entered into by the Company, the Guarantor and the Trustee without the consent of any Holders to evidence and provide for the acceptance of appointment by a successor Trustee.

The Company has furnished the Trustee with (i) an Opinion of Counsel stating that the execution of the Second Supplemental Indenture is authorized or permitted by the Indenture and (ii) Officers’ Certificates and an Opinion of Counsel each stating that all conditions precedent provided for in the Indenture with respect to this Second Supplemental Indenture have been complied with.

All things necessary to make this Second Supplemental Indenture a valid agreement of the Company, the Guarantor and the Trustee and a valid amendment of and supplement to the Indenture have been done.

1

NOW THEREFORE THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows:

ARTICLE ONE

AMENDMENTS TO THE INDENTURE

SECTION 1.1. SECTION 709 of the Indenture is amended to replace the first sentence thereof with the following:

There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000, and subject to supervision and examination by Federal or State authority and having a Corporate Trust Office in the City of Pittsburgh, Pennsylvania, the Borough of Manhattan, the City of New York, New York, the City of Chicago, Illinois, the City of San Francisco, California, or the City of Los Angeles, California.

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

		MELLON FUNDING CORPORATION,
		Issuer
		BY:	/s/ Michael A. Bryson
		Name:	Michael A. Bryson
		Title:	President and Chief Executive Officer
Attest:	/s/ Michael J. Baker
	Secretary
		MELLON FINANCIAL CORPORATION,
		Guarantor
		BY:	/s/ Martin G. McGuinn
		Name:	Martin G. McGuinn
		Title:	Chairman and Chief Executive Officer
Attest:	/s/ Carl Krasik
	Secretary
		JPMORGAN TRUST COMPANY, N.A., formerly known as BANK ONE TRUST COMPANY, N.A.,
		Trustee
		BY:	/s/ Donna V. Fanning
		Name:	Donna V. Fanning
		Title:	Vice President
Attest:	/s/ Mark Krietemeyer

-2-

COMMONWEALTH OF PENNSYLVANIA	)
	) ss.:
COUNTY OF ALLEGHENY	)

On the 11^th day of March, 2004, before me personally came Michael A. Bryson, to me known, who, being by me duly sworn, did depose and say that he is President and Chief Executive Officer of Mellon Funding Corporation, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority.

Diane M. Wagner	Notary Public
PITTSBURGH, ALLEGHENY COUNTY
MY COMMISSION EXPIRES March 5, 2005
Member, Penn. Assoc. of Notaries

[Notarial Seal]

COMMONWEALTH OF PENNSYLVANIA	)
	) ss.:
COUNTY OF ALLEGHENY	)

On the 11^th day of March, 2004 before me personally came Martin G. McGuinn, to me known, who, being by me duly sworn, did depose and say that he is Chairman and Chief Executive Officer of Mellon Financial Corporation, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority.

Mary Beth Douglass	Notary Public
PITTSBURGH, ALLEGHENY COUNTY
MY COMMISSION EXPIRES 10/6/07
Member, Penn. Assoc. of Notaries

[Notarial Seal]

-3-

STATE OF ILLINOIS	)
	) ss.:
COUNTY OF COOK	)

On the 8^th day of March 2004, before me, personally came Donna V. Fanning, to me known, who, being by me duly sworn, did depose and say that he/she is Vice President of JPMORGAN TRUST COMPANY, N.A., FORMERLY KNOW AS BANK ONE TRUST COMPANY, N.A., one of the corporations described in and which executed the foregoing instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he/she signed his name thereto by like authority.

T. Pierce	Notary Public
Notary Public, State of Illinois
No.
COMMISSION EXPIRES 5-23-05

[Notarial Seal]

-4-

EX-25.9

Exhibit 25.9

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

UNION BANK OF CALIFORNIA, NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

94-0304228

I.R.S. Employer Identification No.

400 California Street San Francisco, California	94104
(Address of principal executive offices)	(Zip Code)

Douglas J. Schlafer

Union Bank of California, N.A.

475 Sansome Street

Corporate Trust - 12^th Floor

San Francisco, CA 94111

(415) 296-6754

(Name, address and telephone number of agent for service)

(COMPANY NAME)

(Issuer with respect to the Securities)

(STATE OF DOMICILE)	(TAXPAYER ID)
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

(ADDRESS)	(ZIP CODE)
(Address of Principal Executive Offices)	(Zip Code)

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Trustee is authorized to exercise corporate trust powers.

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

In answering this item, the trustee has relied, in part, upon information furnished by the obligor and the underwriters, and the trustee disclaims responsibility for the accuracy or completeness of such information. The trustee has also examined its own books and records for the purpose of answering this item.

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business.*

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4. A copy of the existing bylaws of the Trustee.*

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. Attached as Exhibit 6.

7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. Attached as Exhibit 7.

* Exhibits 1 through 3 are incorporated by reference to T-1 as presented on S-4 Registration No. 333-103873 filed with the SEC.

NOTE

The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, Union Bank of California, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of San Francisco, State of California on the 14th day of April, 2004.

Union Bank of California, N.A.
By:	/s/ Douglas J. Schlafer
	Vice President

2

EXHIBIT 6

CONSENT OF THE TRUSTEE

REQUIRED BY SECTION 321(b) OF THE ACT

April 14, 2004

Securities and Exchange Commission

Washington, D.C. 20549

Ladies and Gentlemen:

In connection with the qualification of an indenture for subordinated indebtedness among Mellon Funding Corporation (the “Company”), Mellon Financial Corporation, as guarantor, and Union Bank of California, N.A. (the “Trustee”) and various supplemental indentures thereto, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that reports of examinations of the undersigned by federal, state, territorial, or district authorities authorized to make such examinations may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

Sincerely,
Union Bank of California, N.A.
By:	/s/ Douglas J. Schlafer
	Corporate Trust Vice President

Exhibit 7

Page 1

Consolidated Report of Condition of

Union Bank of California, National Association

of San Francisco in the State of California, at the close of business December 31, 2003, published in response to call made by the Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter 21541

BALANCE SHEET

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterst-bearing balances and currency and coin	$	2,493,956
Interest-bearing balances		223,661
Securities:
Held-to-maturity securities		0
Available-for-sale securities		10,764,189
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		769,720
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		12,151
Loans and leases, net of unearned income		25,320,167
LESS: Allowance for loan and lease losses		504,570
Loans and leases, net of unearned income and allowance		24,815,597
Trading assets		276,613
Premises and fixed assets		496,912
Other real estate owned		5,689
Investments in unconsolidated subsidiaries and associated companies		166
Customers’ liability to this bank on acceptances outstanding		71,078
Intangible assets:
Goodwill		219,796
Other intangible assets		57,714
Other assets		1,721,465
Total assets		41,928,707

Exhibit 7

Page 2

LIABILITIES
Deposits:
In domestic offices	33,824.680
Noninterest-bearing	16,668,476
Interest-bearing	17,156,204
In foreign offices, Edge and Agreement subsidiaries, and IBFs	3,039,651
Noninterest-bearing	619,328
Interest-bearing	2,420,323
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	175,666
Securities sold under agreements to repurchase	105,302
Trading liabilities	117,522
Other borrowed money	212,089
Bank’s liability on acceptances executed and outstanding	71,078
Subordinated notes and debentures	100,000
Other liabilities	545,451
Total liabilities	38,191,439
Minority interest in consolidated subsidiaries	0
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	604,577
Surplus	1,126,015
Retained earnings	1,955,154
Accumulated other comprehensive income	51,522
Other equity capital components	0
Total equity capital	3,737,268
Total liabilities, minority interest, and equity capital	41,928,707