S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

MELLON FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania	25-1233834
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Mellon Center

500 Grant Street

Pittsburgh, Pennsylvania 15258-0001

(412) 234-5000

(Address of principal executive offices) (Zip Code)

MELLON FINANCIAL CORPORATION

Elective Deferred Compensation Plan (Post 12/31/04)

Elective Deferred Compensation Plan for Senior Officers (Post 12/31/04)

Elective Deferred Compensation Plan for Directors (Post 12/31/04)

(Full title of the plan)

Carl Krasik, Esq.

General Counsel and Secretary

Mellon Financial Corporation

One Mellon Center

500 Grant Street

Pittsburgh, Pennsylvania 15258-0001

(412) 234-5222

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

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock ($0.50 par value) (1)(2)	500,000	$38.90(2)	$19,450,000.00	$2,082.00(3)

(1) Pursuant to Rule 416(c) of the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the above Plan.

(2) Estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(h) of the Securities Act, on the basis of $38.90 per share, the average of the high and low sales price of the Common Stock in the consolidated reporting system on October 25, 2006.

(3) A total of $200,000,000.00 of Deferred Compensation Obligations was registered by Mellon Financial Corporation (the “Corporation”) on Form S-8, File No. 333-132064, filed February 27, 2006, to be issued in connection with the Corporation’s Elective Deferred Compensation Plan, Elective Deferred Compensation Plan for Senior Officers and 1990 Elective Deferred Compensation Plan for Directors and Members of the Advisory Board (the “Deferred Compensation Plans (Pre 1/1/05)”). A total of $163,000,000.00 in Deferred Compensation Obligations have not been issued to date under Registration Statement No. 333-132064 and are being withdrawn from registration as of this date by the Corporation pursuant to a Post-Effective Amendment to that Registration Statement. Pursuant to Rule 457(p) of the Securities Act, the Corporation requests that a portion of the filing fee associated with such withdrawn amount ($17,441.00) be offset against the filing fee due for this Registration Statement ($2,082.00).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents heretofore filed with the Securities and Exchange Commission by Mellon Financial Corporation (the “Corporation”) (Commission File No. 1-7410) pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) are incorporated in this Registration Statement by reference and made a part hereof:

(1) The Corporation’s Annual Report on Form 10K for the year ended on December 31, 2005, filed pursuant to Section 13 of the Exchange Act.

(2) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act by the Corporation since December 31, 2005.

(3) The description of the Corporation’s Common Stock set forth in the Corporation’s Registration Statement on Form 8-A, dated June 10, 1981, filed pursuant to Section 12(b) of the Exchange Act, including all reports updating such description.

Each document or report filed by the Corporation with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents until the information contained in such document is superseded or updated by any subsequently filed document which is incorporated by reference into this Registration Statement.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of Named Experts and Counsel

The validity of the Common Stock covered by this Registration Statement will be passed upon for the Corporation by Carl Krasik, Esq., General Counsel and Secretary of the Corporation, One Mellon Center, Pittsburgh, Pennsylvania 15258. Mr. Krasik is an employee and a shareholder of the Corporation, participates in the Elective Deferred Compensation Plan for Senior Officers (Post 12/31/04), and its predecessor plan, and holds options to purchase additional shares of the Corporation’s Common Stock issued pursuant to the Corporation’s Long-Term Profit Incentive Plan (2004).

Item 6. Indemnification of Directors and Officers

The Restated Articles of Incorporation, as amended, of the Corporation (the “Articles”) provide that, except as prohibited by law, every director and officer of the Corporation shall be entitled as of right to be indemnified by the Corporation against fees and expenses and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the Corporation or otherwise, in which such person may be involved as a party or otherwise (subject to certain limitations in the case of actions by such person against the Corporation) by reason of such person being or having been a director or officer of the Corporation or serving or having served at the request of the Corporation as a director, officer, fiduciary or other representative of another entity. The Articles also give to indemnitees the right to have their expenses in defending such actions paid in advance by the Corporation, subject to any obligation imposed by law or otherwise to reimburse the Corporation in certain events. The Corporation has entered into an indemnity agreement (the “Indemnity Agreement”) with each director and certain of its officers which provides a contractual right to indemnification against such expenses and liabilities (subject to certain limitations and exceptions) and a contractual right to advancement of expenses and contains additional provisions regarding determination of entitlement, defense of claims, rights of contribution and other matters.

The Pennsylvania Business Corporation Law permits a corporation to indemnify its directors and officers, and to pay their expenses in advance, subject to certain limitations and exceptions. The specific indemnity provisions, which are by their terms not intended to be exclusive, are, in general, not as broad as the provisions of the Articles and the Indemnity Agreement; however, one provision would preclude indemnification in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness, and another provision requires that advances of expenses may be made by a corporation only upon receipt of an undertaking to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation.

The Corporation has purchased liability insurance policies covering its directors and officers to insure against the claims arising out of certain alleged wrongful acts on the part of such directors and officers and against claims arising out of certain alleged breaches of fiduciary duty under the Employee Retirement Income Security Act of 1974 on the part of such directors and officers.

Article Seventh of the Articles and Article Two of the Corporation’s By-Laws, as amended, both adopted by the shareholders of the Corporation at their annual meeting on April 20, 1987, further provide that, to the fullest extent that the laws of Pennsylvania, as in effect on January 27, 1987 or as thereafter amended, permit elimination or limitation of the liability of directors, no director of the Corporation shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a director. The Pennsylvania Business Corporation Law provides that whenever the by-laws of a corporation by a vote of the shareholders so provide, a director shall not be personally liable for monetary damages as such for any action taken, or failure to take any action, unless (i) the director has breached or failed to perform the duties of his office under the standard of care and justifiable reliance specified in such act and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. These provisions do not apply to (i) responsibility or liability of a director pursuant to any criminal statute or (ii) the liability of a director for payment of taxes.

Item 7. Exemption From Registration Claimed

Not Applicable.

Item 8. Exhibits

The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:

Number	Description
4.1	Restated Articles of Incorporation of Mellon Financial Corporation, as amended and restated as of September 17, 1998, and as amended October 19, 1999.
4.2	By-Laws of Mellon Financial Corporation, as amended, effective October 19, 1999.
4.3	Form of Mellon Financial Corporation Elective Deferred Compensation Plan (Post 12/31/04), effective as of January 1, 2005, except as otherwise indicated therein.
4.4	Form of Mellon Financial Corporation Elective Deferred Compensation Plan for Senior Officers (Post 12/31/04), effective as of January 1, 2005, except as otherwise indicated therein.
4.5	Form of Mellon Financial Corporation Elective Deferred Compensation Plan for Directors (Post 12/31/04), effective as of January 1, 2005, except as otherwise indicated therein.
5.1	Opinion of Carl Krasik, Esq. as to the legality of the Common Stock being registered.
23.1	Consent of Carl Krasik, Esq. (included in Exhibit 5.1)
23.2	Consent of KPMG LLP
24.1	Power of Attorney

Item 9. Undertakings

(a) Rule 415 Offering

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

(b) Filings Incorporating Subsequent Exchange Act Documents by Reference

The undersigned registrant hereby undertakes that for the purpose of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Filing of Registration Statement on Form S-8

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

MELLON FINANCIAL CORPORATION

Pursuant to the requirements of the Securities Act of 1933, Mellon Financial Corporation certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania on the 31st day of October, 2006.

Mellon Financial Corporation
By:	/s/ Michael A. Bryson
	Michael A. Bryson Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 31st day of October, 2006.

By:	/s/ Michael A. Bryson
	Michael A. Bryson Principal Financial Officer

By:	/s/ Michael K. Hughey
	Michael K. Hughey Principal Accounting Officer

Robert P. Kelly, Director and Principal Executive Officer; Paul L. Cejas, Director; Steven G. Elliott, Director; Ira J. Gumberg, Director; Edmund F. Kelly, Director; Seward Prosser Mellon, Director; Robert Mehrabian, Director; Mark A. Nordenberg, Director; David S. Shapira, Director; William E. Strickland, Jr., Director; John P. Surma, Director; Wesley W. von Schack, Director.

By:	/s/ Carl Krasik
	Carl Krasik Attorney-in-Fact

Index to Exhibits

Exhibit No.	Description	Method of Filing
4.1	Restated Articles of Incorporation of Mellon Financial Corporation, as amended and restated as of Sept. 17, 1998, and as amended Oct. 19, 1999.	Previously filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q (File No. 1-7410) for the quarter ended September 30, 1999, and incorporated herein by reference.
4.2	By-Laws of Mellon Financial Corporation, as amended, effective October 19, 1999.	Previously filed as Exhibit 3.2 to the Quarterly Report on Form 10-Q (File No. 1-7410) for the quarter ended September 30, 1999, and incorporated herein by reference.
4.3	Form of Mellon Financial Corporation Elective Deferred Compensation Plan (Post 12/31/04), effective as of January 1, 2005, except as otherwise indicated therein.	Previously filed as Exhibit 99.2 to Current Report on Form 8- K (File No. 1-7410) dated October 20, 2006, and incorporated herein by reference.
4.4	Form of Mellon Financial Corporation Elective Deferred Compensation Plan for Senior Officers (Post 12/31/04), effective as of January 1, 2005, except as otherwise indicated therein.	Previously filed as Exhibit 99.1 to Current Report on Form 8- K (File No. 1-7410) dated October 20, 2006, and incorporated herein by reference.
4.5	Form of Mellon Financial Corporation Elective Deferred Compensation Plan for Directors (Post 12/31/04), effective as of January 1, 2005, except as otherwise indicated therein.	Previously filed as Exhibit 99.3 to Current Report on Form 8- K (File No. 1-7410) dated October 20,2006, and incorporated herein by reference.
5.1	Opinion of Carl Krasik, Esq. as to the legality of the Common Stock being registered.	Filed herewith.
23.1	Consent of Carl Krasik, Esq. (included in Exhibit 5.1).	Filed herewith.
23.2	Consent of KPMG LLP	Filed herewith.
24.1	Power of Attorney	Filed herewith.

EX-5.1

Exhibit 5.1 and 23.1

Mellon Financial Corporation

Carl Krasik

General Counsel

and Secretary

October 31, 2006

Mellon Financial Corporation

500 Grant Street

Pittsburgh, PA 15258

Re: Mellon Financial Corporation

Elective Deferred Compensation Plan (Post 12/31/04)

Elective Deferred Compensation Plan for Senior Officers (Post 12/31/04)

Elective Deferred Compensation for Directors (Post 12/31/04)

Registration Statement on Form S-8

Gentlemen:

I am General Counsel of Mellon Financial Corporation, a Pennsylvania Corporation (the “Corporation”), and, in that capacity, have acted as counsel for the Corporation in connection with (i) the proposed issuance by the Corporation from time to time of up to 500,000 additional shares of its Common Stock, par value $.50 per share (the “Common Stock”), under the Corporation’s Elective Deferred Compensation Plan (Post 12/31/04), Elective Deferred Compensation for Senior Officers (Post 12/31/04) and Elective Deferred Compensation Plan for Directors (Post 12/31/04) (collectively the “Deferred Compensation Plans (Post 12/31/04)”) (ii) the preparation of the documents that constitute the Section 10(a) prospectus for the Deferred Compensation Plans (Post 12/31/04) within the meaning of Rule 428(a)(1) of the Securities Act of 1933 and (iii) the preparation of the Corporation’s Registration Statement on Form S-8 with respect to the Common Stock (the “Registration Statement”), to be filed with the Securities and Exchange Commission and with which this opinion is to be filed as an Exhibit. This opinion is being furnished pursuant to the requirements of Form S-8 and Item 601 of Regulation S-K under the Securities Act of 1933, as amended (the “Act”).

In furnishing this opinion, I, or attorneys under my supervision, have examined the Registration Statement, the prospectus for the Deferred Compensation Plans (Post 12/31/04) and such other documents, legal opinions and precedents, corporate and other records of the Corporation and its subsidiaries and certificates of public officials and officers of the Corporation as I have deemed necessary or appropriate to provide a basis for the opinions set forth below. In such examination, such attorneys or I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as certified or photostatic copies.

Based on the foregoing, I am of the opinion that:

1. The Corporation has been duly incorporated and is validly existing as a corporation under the laws of the Commonwealth of Pennsylvania;

Mellon Financial Corporation

October 31, 2006

Page Two (2)

2. The Registration Statement has been duly authorized by all necessary corporate action of the Corporation; and

3. The shares of Common Stock when issued and delivered as contemplated by the Deferred Compensation Plans (Post 12/31/04) and the Registration Statement will be duly authorized, validly issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. By giving such consent, I do not thereby admit that I am within the category of persons whose consents are required under Section 7 of the Act.

Very truly yours,

/s/ Carl Krasik

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Mellon Financial Corporation:

We consent to the incorporation by reference in this Registration Statement on Form S-8 regarding Mellon Financial Corporation’s Elective Deferred Compensation Plan (Post 12/31/04), Elective Deferred Compensation Plan for Senior Officers (Post 12/31/04) and Elective Deferred Compensation Plan for Directors (Post 12/31/04), of our reports dated February 23, 2006 with respect to the consolidated financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of Mellon Financial Corporation and subsidiaries, which reports appear in the December 31, 2005 Annual Report on Form 10-K of Mellon Financial Corporation.

/s/ KPMG LLP

Pittsburgh, Pennsylvania

October 31, 2006

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

MELLON FINANCIAL CORPORATION

Know all men by these presents, that each person whose signature appears below constitutes and appoints Carl Krasik, William E. Marquis and Richard M. Pearlman, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power of substitution, resubstitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities, to sign one or more new Registration Statements on Form S-8 or any other appropriate form or forms or to amend any currently filed registration statement or statements, all pursuant to the Securities Act of 1933, as amended, with respect to the registration of up to 600,000 shares of Mellon Financial Corporation’s Common Stock to be issued from time to time pursuant to the settlement of, or in connection with, phantom stock units issued pursuant to, or other obligations under, the Mellon Financial Corporation Elective Deferred Compensation Plan (Post 12/31/04), the Mellon Financial Corporation Elective Deferred Compensation Plan for Senior Officers (Post 12/31/04) and/or the Mellon Financial Corporation Elective Deferred Compensation Plan for Directors (Post 12/31/04) (which are successor plans to the Mellon Financial Corporation Elective Deferred Compensation Plan, the Mellon Financial Corporation Elective Deferred Compensation Plan for Senior Officers and the Mellon Financial Corporation 1990 Elective Deferred Compensation Plan for Directors and Members of the Advisory Board) and any and all amendments (including post-effective amendments) thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with any of the above, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This power of attorney shall continue in full force and effect until revoked by the undersigned in a writing filed with the Secretary of the Corporation.

/s/ Robert P. Kelly	Date: 10/27/2006
Robert P. Kelly, Director and Principal Executive Officer

/s/ Paul L. Cejas,	Date: 10/31/2006
Paul L. Cejas, Director

/s/ Steven G. Elliott	Date: 10/28/2006
Steven G. Elliott, Director

/s/ Ira J. Gumberg	Date: 10/30/2006
Ira J. Gumberg, Director

/s/ Edmund F. Kelly	Date: 10/30/2006
Edmund F. Kelly, Director

/s/ Robert Mehrabian	Date: 10/25/2006
Robert Mehrabian, Director

/s/ Seward Prosser Mellon	Date: 10/24/2006
Seward Prosser Mellon, Director

/s/ Mark A. Nordenberg	Date: 10/25/2006
Mark A. Nordenberg, Director

/s/ David S. Shapira	Date: 10/25/2006
David S. Shapira, Director

/s/ William E. Strickland	Date: 10/26/2006
William E. Strickland, Jr., Director

/s/ John P. Surma	Date: 10/24/2006
John P. Surma, Director

/s/ Wesley W. von Schack	Date: 10/26/2006
Wesley W. von Schack, Director

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