MELLON BANK CORP
8-K, 1996-03-01
NATIONAL COMMERCIAL BANKS
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<PAGE>
 

                       SEURITIES 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) - February 29, 1996

                           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
<PAGE>
 
ITEM 5.  OTHER EVENT

Mellon Bank Corporation (the "Corporation") announced that it has completed the 
repurchase of 8,000,000 shares of the Corporation's common stock authorized by 
its Board of Directors in October 1995. In addition, the Corporation's Board of 
Directors has authorized the repurchase of up to an additional 3.5 million 
shares of common stock to meet current and near-term requirements for the 
Corporation's stock-based benefit plans and Dividend Reinvestment and Common 
Stock Purchase Plan. Such repurchases will be made in open market or privately 
negotiated transactions from time to time and may occur during the monthly 
pricing period for purchases under the Corporation's Dividend Reinvestment and 
Common Stock Purchase Plan.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number       Description
<C>          <S>
 99          Mellon Bank Corporation Press Release, dated February 29, 1996
             announcing completion of stock repurchase and new common stock
             repurchase program.
</TABLE>

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: March 1, 1996                 By:   Michael K. Hughey
                                        _________________________________
                                          Michael K. Hughey
                                          Corporate Controller



<PAGE>
 
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Number         Description                               Method of Filing
<C>            <S>                                       <C>
99             Press Release dated February 29, 1996     Filed herewith
</TABLE>


<PAGE>
 
[MELLON LOGO] MELLON                               NEWS RELEASE
             ANALYSTS:

             Donald J. MacLeod    David T. Lamar
Contact:     (412)234-5601        (412) 234-4633   Corporate Affairs
             MEDIA:                                One Mellon Bank Center
             Stephen K. Dishart                    Pittsburgh, PA 15258-0001
             (412) 234-0850




FOR IMMEDIATE RELEASE


            MELLON BANK CORPORATION COMPLETES 8 MILLION SHARE STOCK
           REPURCHASE AND ANNOUNCES NEW 3.5 MILLION SHARE REPURCHASE

PITTSBURGH, Feb. 29, 1996 -- Mellon Bank Corporation today announced it has 
completed repurchase of 8 million shares of common stock authorized by its board
of directors in October 1995. In addition, the Corporation's board of directors 
has authorized the repurchase of up to an additional 3.5 million shares of 
common stock to meet current and near-term requirements for the Corporation's 
stock-based benefit plans and its dividend reinvestment plan.
   The 8 million share repurchase was initiated last October to return excess 
capital to shareholders. The repurchase was completed through open market 
purchases and privately negotiated transactions.
   Since the first quarter of 1995, Mellon has repurchased 18.6 million common 
shares and equivalents, including the 8 million share repurchase authorized in 
October and three previous common share repurchases. Two previous repurchase 
programs authorized in the fourth quarter of 1994 and in the third quarter of 
1995 were also for the purpose of making additions to the Corporation's treasury
shares for benefit and dividend reinvestment plans. In the second quarter of 
1995, the Corporation also repurchased 3.75 million shares of common stock as 
well as warrants for an additional 4.5 million shares of common stock from 
American Express issued in 1993 as part of the purchase price of The Boston 
Company.

                                    (more)
<PAGE>
 
Mellon Completes Stock Repurchase, Announces Additional Authorization
February 29, 1996
Page 2

   The Corporation will make the newly authorized 3.5 million share repurchase 
from time to time in the open market or through privately negotiated 
transactions.
   With balance sheet assets of approximately $41 billion and assets under 
management or administration of more than $1 trillion, Mellon Bank Corporation 
is a major financial services company headquartered in Pittsburgh; its primary 
subsidiary is Mellon Bank, N.A. Mellon provides a full range of banking and 
investment products and services to individuals and small, midsize and large 
businesses and institutions. Its principal mutual fund business is The Dreyfus 
Corporation.

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