SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
AMENDMENT NO. 5
MELLON BANK CORPORATION
______________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
______________________________________________________________________________
(Title of Class of Securities)
585509 10 2
______________________________________________________________________________
(CUSIP Number)
ERIC S. ROBINSON, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1220
______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JULY 21, 1997
______________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to re-
port the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous state-
ment on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment subse-
quent thereto reporting beneficial ownership of less than five percent of such
class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page should be filled out for a reporting per-
son's initial filing on this form with respect to the subject class of securi-
ties, and for any subsequent amendment containing information which would al-
ter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).<PAGE>
CUSIP NO. 585509 10 2
SCHEDULE 13D
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Capital Company, L.P.
06-1183391
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS
Other
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 9,839,918
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
9,839,918
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,839,918 Shares of Common Stock.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CER-
TAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8%.
14. TYPE OF REPORTING PERSON
PN<PAGE>
CUSIP NO. 585509 10 2
SCHEDULE 13D
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.M. Warburg, Pincus & Co., LLC
13-3536050
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York limited liability company
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 9,839,918
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
9,839,918
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,839,918 Shares of Common Stock.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CER-
TAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8%.
14. TYPE OF REPORTING PERSON
PN<PAGE>
CUSIP NO. 585509 10 2
SCHEDULE 13D
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus & Co.
13-6358475
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 10,037,068
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
10,037,068
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,037,068 Shares of Common Stock.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CER-
TAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9%.
14. TYPE OF REPORTING PERSON
PN<PAGE>
This Amendment No. 5 amends the Schedule 13D filed on
April 10, 1990, as amended (the "Schedule 13D"), by Warburg,
Pincus Capital Company, L.P., E.M. Warburg, Pincus & Co., LLC
and Warburg, Pincus & Co. relating to the Common Stock, par
value $.50 per share (the "Common Stock"), of Mellon Bank Cor-
poration, a Pennsylvania corporation. All capitalized terms
not otherwise defined herein shall have the meanings ascribed
in the Schedule 13D.
1. Item 5 of the Schedule 13D is hereby deleted and the
following is substituted therefor:
WPCC owns 9,839,918 shares of Common Stock, constituting
3.8% of the outstanding shares of Common Stock as of March 31,
1997, giving effect to a two-for-one stock split effective June
2, 1997.
On July 21, 1997, WP received 988,750 shares of Common
Stock in a distribution by WPCC of 6,168,750 of its shares of
Common Stock to the partners of WPCC. WP immediately distrib-
uted 801,600 of the shares of Common Stock it received to the
partners of WP, including 1,600 shares to Lionel I. Pincus and
113,600 shares to John L. Vogelstein. WP may be deemed to own
beneficially 10,037,068 shares of Common Stock, constituting
approximately 3.9% of the outstanding shares of Common Stock,
including the shares owned by WPCC. EMW LLC may be deemed to
own beneficially 9,839,918 shares of Common Stock, constituting<PAGE>
approximately 3.8% of the outstanding shares of Common Stock,
owned by WPCC.
On July 21, 1997, WPCC, WP and EMW LLC ceased to be the
beneficial owner of more than 5 percent of the outstanding Com-
mon Stock.
-2-<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
WARBURG, PINCUS CAPITAL COMPANY, L.P.
By: WARBURG, PINCUS & CO.,
General Partner
By: /s/ Stephen Distler
Stephen Distler
Partner
E. M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
Stephen Distler
Treasurer and Managing Director
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
Stephen Distler
Partner
Dated: August 7, 1997
-3-
