MELLON BANK CORP
8-K, 1999-06-22
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)--June 21, 1999



                            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 June 21, 1999, Mellon Bank Corporation announced
         the implementation of a broad-based employee stock option program
         designed to expand ownership of  Mellon stock more broadly throughout
         the Corporation, align the interests of Mellon's employees and
         shareholders, and promote an even more customer-focused work
         environment.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit  Description
Number


99.1     Mellon Bank Corporation Press Release, dated June 21, 1999, announcing
         the matter referenced in Item 5 above.



                                   SIGNATURES


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:  June 22, 1999          By:   /s/ STEVEN G. ELLIOTT
                                  Steven G. Elliott
                                  Senior Vice Chairman and Chief
                                  Financial Officer
<PAGE>

                                 EXHIBIT INDEX


Number                     Description                Method of Filing

99.1                       Press Release dated        Filed herewith
                           June 21, 1999

<PAGE>

[Logo of Mellon]


                                                                    EXHIBIT 99.1
                                                              News Release

 Contact:   Media                Analysts
            -----                --------
            Stephen K. Dishart   Donald J. MacLeod     Corporate Affairs
            (412) 234-0850       (412) 234-5601        One Mellon Bank Center
                                                       Pittsburgh, PA 15258-0001
________________________________________________________________________________

FOR IMMEDIATE RELEASE

          MELLON LAUNCHES "SHARESUCCESS" EMPLOYEE STOCK OPTION PROGRAM
   --Approximately 22,000 employees worldwide to have greater equity stake in
                               Mellon's future--

PITTSBURGH, June 21, 1999--Demonstrating its commitment to building shareholder
value and being the employer of choice, Mellon Bank Corporation today announced
a broad-based employee stock option program designed to expand ownership of
Mellon stock more broadly throughout the Corporation, align the interests of
Mellon's employees and shareholders, and promote an even more customer-focused
work environment.

     Through the program, called "ShareSuccess," eligible employees will be
granted options to purchase up to 450 shares of Mellon common stock over the
next three years.  Approximately 22,000 full-time and part-time employees
worldwide are enrolled in the program, which is effective immediately.

     "ShareSuccess is a key part of our efforts to be the best performing
financial services company because it enables our employees to be rewarded for
building Mellon's future and creating value for our shareholders," said Martin
G. McGuinn, Mellon chairman and chief executive officer.  "A motivated and
determined work force is important to any company's success, especially in a
business as customer-focused as ours.  This program will foster a sense of
ownership among employees and better align their interests with those of our
shareholders.  That means we'll be constantly focused on meeting customers'
needs and eliminating any barriers to getting our jobs done in the most
efficient and effective way."

     All full-time and part-time employees as of June 15, 1999, who receive
Mellon benefits participate in the ShareSuccess program, unless they are key
managers currently participating in another existing Mellon stock option plan or
are part of Mellon's previously announced divestitures.

                                   --more--

                                    [LOGO of Mellon]

[LOGO of Dreyfus]                                  [LOGO of The Boston Company]

  The Dreyfus Corporation and The Boston Company are companies of Mellon Bank
                                  Corporation.
<PAGE>

Mellon Launches ShareSuccess Program
June 21, 1999
Page 2

     The program contemplates three separate grants starting immediately and
continuing in 2000 and 2001.  Each year, eligible full-time employees would
receive options to purchase 150 shares of Mellon common stock, while eligible
part-time employees would receive options to purchase 75 shares.  ShareSuccess
options for 1999 can be exercised for Mellon common stock beginning one year
after their grant date and once Mellon's stock has reached or exceeded a target
share price for 10 consecutive business days.

     "The program is structured to reward employees who remain with Mellon and
continue to create value for our shareholders," McGuinn said.  "If we all
recommit to our job every day and constantly look for ways to make a difference
to our customers, the benefits will be reflected over the long-term in the
performance of our stock.  That's what ShareSuccess is all about."

          A broad-based financial services company with a bank at its core,
Mellon Bank Corporation ranks among the nation's largest financial services
companies in market capitalization.  With more than $2.3 trillion in assets
under management, administration or custody, including more than $400 billion
under management, Mellon provides a full range of banking, investment and trust
products and services to individuals and small, midsize and large businesses and
institutions.  Its mutual fund companies, The Dreyfus Corporation and Founders
Asset Management in the United States, and Newton Management Limited in the
United Kingdom, place Mellon as one of the world's leading managers of mutual
funds.  Mellon also is a global leader in benefits consulting through its Buck
Consultants, Inc., subsidiary in New York.  Headquartered in Pittsburgh,
Mellon's principal subsidiary is Mellon Bank, N.A.

          Press releases and other information about Mellon Bank Corporation and
its products and services are available at www.mellon.com on the Internet.  For
Mellon press releases by fax, call 1 800 758-5804, identification number 552187.
                                     # # #


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