<PAGE>
As filed with the Securities and Exchange Commission on February 15, 1995
Registration No. 33-55059
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------
MELLON BANK CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1233834
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE MELLON BANK CENTER
500 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15258
412-234-5000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
----------------
JAMES M. GOCKLEY, ESQ.
ASSISTANT GENERAL COUNSEL AND SECRETARY
MELLON BANK CORPORATION
ONE MELLON BANK CENTER
500 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15258
412-234-5222
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
COPY TO:
ARLIE R. NOGAY, ESQ.
REED SMITH SHAW & MCCLAY
435 SIXTH AVENUE
PITTSBURGH, PA 15219-1886
----------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Amendment.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [___]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [_X_]
==============================================================================
On November 15, 1994, Mellon Bank Corporation effected a three-for-two
split with respect to its common stock ($0.50 per value) (the "Common
Stock"). This Post-Effective Amendment No. 1 is filed pursuant to paragraph
(b) of Rule 416 under the Securities Act of 1933 to reflect a change in
the amount of securities registered hereunder. As a result of the split,
an additional 20,650 shares of Common Stock are registered hereunder, bringing
the total number of shares registered hereunder to 65,650.
<PAGE>
SIGNATURES
MELLON BANK CORPORATION
Pursuant to the requirements of the Securities Act of 1933, Mellon Bank
Corporation certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this Post-
Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, Commonwealth of
Pennsylvania, on the 15th day of February, 1995.
Mellon Bank Corporation
By
/s/ Frank V. Cahouet
------------------------------------
Frank V. Cahouet
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the Post-
Effective Amendment No. 1 has been signed below by the following persons in the
capacities indicated on the 15th day of February, 1995.
/s/ Steven G. Elliott
------------------------------------
Steven G. Elliott
Principal Financial Officer
and Principal Accounting Officer
FRANK V. CAHOUET, Director and Principal Executive Officer; BURTON C.
BORGELT, Director; CAROL R. BROWN, Director; J.W. CONNOLLY, Director; CHARLES
A. CORRY, Director; C. FREDERICK FETTEROLF, Director; IRA J. GUMBERG, Director;
PEMBERTON HUTCHINSON, Director; ROTAN E. LEE, Director; ANDREW W. MATHIESON,
Director; ROBERT MEHRABIAN, Director; SEWARD PROSSER MELLON, Director; DAVID S.
SHAPIRA, Director; W. KEITH SMITH, Director; JOAB L. THOMAS, Director; WESLEY
W. von SCHACK, Director; WILLIAM J. YOUNG, Director.
By
/s/ James M. Gockley
------------------------------------
James M. Gockley
Attorney-in-fact
