MELLON BANK CORP
8-K, 1996-10-30
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
                     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) - October 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 EVENTS

         By press release dated October 29, 1996, Mellon Bank Corporation (the
         "Corporation") announced that all outstanding shares of its 9.60%
         Series I Preferred Stock will be redeemed on December 16, 1996, at a
         redemption price of  $25.00, plus  accrued and unpaid dividends.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit
Number   Description

99.1     Mellon Bank Corporation Press Release, dated October 29, 1996,
         announcing the matter referenced in Item 5 above.

                              MELLON BANK CORPORATION


Date:  October 29, 1996       By:  CARL KRASIK
                                   Carl Krasik
                                   Associate General Counsel &
                                   Secretary
<PAGE>
 
                                 EXHIBIT INDEX



Number   Description                                   Method of Filing


99.1     Press Release dated October 29, 1996          Filed herewith

<PAGE>
                                                                         EX-99.1
[LOGO] Mellon

       Contact:  ANALYSTS           MEDIA           Corporate Affairs
                 --------           -----           One Mellon Bank Center
                 Donald J. MacLeod  Jim Dever       Pittsburgh, PA 15258-0001
                 (412) 234-5601     (412) 236-1752
                 David T. Lamar
                 (412) 234-4633
- --------------------------------------------------------------------------------

FOR IMMEDIATE RELEASE

                       MELLON BANK CORPORATION TO REDEEM
                       ---------------------------------
                           SERIES I PREFERRED STOCK
                           ------------------------

PITTSBURGH, Oct. 29, 1996--Mellon Bank Corporation today announced that its 
Series I preferred stock (NYSE: MEL Pr I) will be redeemed at a price of $25 per
share plus accrued dividends. The $150 million of outstanding Series I preferred
stock carries an annual fixed dividend of $2.40 per share until its redemption 
date of Dec. 16, 1996. The redemption is subject to Federal Reserve Board 
approval.

          With balance sheet assets of more than $43 billion and assets under 
management or administration of more than $1.1 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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