SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RENYI THOMAS A

(Last)

(First)

(Middle)

THE BANK OF NEW YORK

ONE WALL STREET

(Street)

NEW YORK

10286

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BANK OF NEW YORK CO INC [ BK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (Par Value $7.50)	02/17/2006		M		98,000	A	$17.25	717,293.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		1,402	D	$33.98	715,891.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		2,140	D	$33.99	713,751.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		1,033	D	$34.01	712,718.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		1,919	D	$34.03	710,799.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		8,412	D	$34.04	702,387.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		3,763	D	$34.05	698,624.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		3,394	D	$34.06	695,230.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		886	D	$34.08	694,344.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		1,992	D	$34.09	692,352.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		4,501	D	$34.1	687,851.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		6,494	D	$34.11	681,357.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		3,985	D	$34.12	677,372.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		1,550	D	$34.13	675,822.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		219	D	$34.17	675,603.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		443	D	$34.21	675,160.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		6,863	D	$34.27	668,297.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		1,475	D	$34.28	666,822.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		4,501	D	$34.3	662,321.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		1,771	D	$34.31	660,550.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		443	D	$34.33	660,107.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		13,135	D	$34.35	646,972.68	D
Common Stock (Par Value $7.50)	02/17/2006		S⁽¹⁾		812	D	$34.36	646,160.68	D
Common Stock (Par Value $7.50)								26,052⁽²⁾	I	By 2000 family trust
Common Stock (Par Value $7.50)								26,053⁽²⁾	I	By first 1996 family trust
Common Stock (Par Value $7.50)								130,000⁽³⁾	I	by GRAT 2-2005
Common Stock (Par Value $7.50)								260,000⁽⁴⁾	I	by GRAT 3-2005
Common Stock (Par Value $7.50)								26,052⁽²⁾	I	By second 1996 family trust
Common Stock (Par Value $7.50)								3,350⁽⁵⁾	I	by Spouse
Stock Units								408,823.21⁽⁶⁾	I	by 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options	$17.25	02/17/2006		M			98,000	01/14/1998	01/14/2007	Common Stock (Par Value $7.50)	98,000	$17.25	3,842,000	D

Explanation of Responses:

1. The sale is being made pursuant to a Rule 10b5-1 sales plan adopted on August 22, 2005.

2. The shares are held in trust for the benefit of reporting person's children. The reporting person is a trustee of the Trust.

3. These shares were previously reported as directly beneficially owned but were contributed to a grantor retained annuity trust on August 23, 2005.

4. These shares were previously reported as directly beneficially owned but were contributed to a grantor retained annuity trust on August 23, 2005.

5. Reporting person disclaims beneficial ownership of these securities.

6. Represents number of stock units held indirectly in employer's stock fund in The Bank of New York Company, Inc. Employee Savings and Investment Plan, a 401(k) Plan, as of January 31, 2006. Previously reported as owned directly in Profit Sharing Plan.

Remarks:

FORM 1 OF 2

	Thomas A. Renyi	02/22/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.