BANK OF NEW YORK CO INC, S-3D, 1996-05-15

BANK OF NEW YORK CO INC
S-3D, 1996-05-15
STATE COMMERCIAL BANKS

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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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The Bank of New York Company, Inc.
(Exact name of registrant as specified in its charter)

New York 13-2614959
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

48 Wall Street
New York, New York 10286
(Address of Principal Executive Offices, including Zip Code)

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Phebe C. Miller, Secretary
The Bank of New York Company, Inc.
One Wall Street
New York, New York 10286
(212) 635-1643

(Name, address, including zip code,
and telephone number, including area code, of agent for service)

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Approximate date of commencement of proposed sale to public: From time to
time after the Registration Statement becomes effective

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]

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 in connection with dividend or interest
reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for he same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered Per Share Offering Price Fee
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $7.50 par value.................. 2,000,000 shares $46.9375(1) $93,875,000(1) $32,371
- - ------------------------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights................ 2,000,000 rights (2) (2) (2)
====================================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, based upon
the average of the high and low prices of the Registrant's Common Stock as
reported on the New York Stock Exchange Consolidated Tape on May 8, 1996.

(2) There is no independent market for the Preferred Stock Purchase Rights (the
"Rights") at this time. Until the occurrence of certain prescribed events,
the Rights are not exercisable, are evidenced by the certificates for the
Common Stock and will be transferred along with and only with such
securities. The market price of each share of Common Stock includes the
value of the share of Common Stock together with the value of the Right
appertaining thereto.

----------

Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus filed as part of this registration statement will be used as a
combined prospectus in connection with 7,580 shares of Common Stock previously
registered under Registration Statement No. 33-93502.

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<PAGE>

PROSPECTUS
- - ----------

The Bank of New York Company, Inc.

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

2,007,580 Shares Common Stock

($7.50 Par Value)

----------

The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of The Bank
of New York Company, Inc. provides each record holder of shares of the Company's
Common Stock, par value $7.50 per share ("Common Stock"), preferred stock
("Preferred Stock") and/or its debt securities ("Debt Securities"), with a
simple and convenient method of investing cash dividends, optional cash payments
and interest on Debt Securities in shares of Common Stock without payment of any
brokerage commission or service charge. Any holder of record of shares of the
Company's Common Stock, Preferred Stock and/or Debt Securities is eligible to
participate in the Plan.

A participant in the Plan may purchase additional shares of Common Stock
by:

-- reinvesting dividends on all shares of Common Stock or Preferred Stock
held by the participant; or

-- reinvesting interest on Debt Securities; or

-- making optional cash payments of not less than $25, whether or not the
participant's dividends or interest payments are being reinvested.

The shares used in connection with the Plan will either be purchased
directly from the Company or on the open market. If the shares are purchased
directly from the Company, the purchase price to the participant of shares
purchased by reinvesting dividends will be the average of the daily high and low
sales prices of the shares reported as New York Stock Exchange-Composite
Transactions on the dividend payment date. The purchase price to the participant
of shares purchased by optional cash payments and by investing interest on the
Company's debt securities will be the average of the daily high and low sales
prices of the shares reported as New York Stock Exchange-Composite Transactions
on the date the shares are purchased or the interest payment date, respectively.
If shares are purchased on the open market, the purchase price will be the
average price of all shares purchased in the open market for Plan participants
on that day with the aggregate funds used for such purchases. (See Question 9)

This Prospectus relates to 2,000,000 shares of the Company's Common Stock
registered for purchase under the Plan pursuant to the Registration Statement of
which this Prospectus is a part and 7,580 shares of the Company's Common Stock
previously registered (and such additional shares as may result from any stock
split, stock dividend, or other recapitalization affecting the Common Stock
covered by this Prospectus) available for issuance and sale under the Plan. It
is suggested that this Prospectus be retained for future reference.

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THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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The date of this Prospectus is May 15, 1996

<PAGE>

No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus in connection with the offer made by this
Prospectus and, if given or made, any such information or representation must
not be relied upon as having been authorized by the Company. This Prospectus is
not an offer to sell, or a solicitation of an offer to buy, by any person in any
jurisdiction in which it is unlawful for such person to make such an offer or
solicitation. Except as otherwise indicated herein, this Prospectus speaks as of
its date and does not purport to reflect any changes which may have occurred in
the affairs of the Company thereafter.

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AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic and current reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information concerning the Company may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street N.W., Washington, D.C. 20549 and at the
Commission's Regional Offices at Seven World Trade Center, 13th Floor, New York,
New York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material may also be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Company's Common Stock ($7.50
Par Value) is listed on the New York Stock Exchange. Reports and other
information concerning the Company can be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

There are hereby incorporated by reference the following documents of the
Company filed by it with the Commission (File Number 1-6152):

1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;

2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;

3. The Company's Current Reports on Forms 8-K or 8-K/A filed March 18,
1996, March 22, 1996 and April 11, 1996; and

4. The description of the Company's Common Stock and Preferred Stock
Purchase Rights contained in the Company's Registration Statements on Form
8-A filed pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report filed for
the purpose of updating such description.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering are hereby incorporated by reference into this
Prospectus and shall be deemed a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company hereby undertakes to provide without charge, to each person to
whom a copy of this Prospectus is delivered, upon the written or oral request of
such person, a copy of any or all of the documents referred to above which have
been incorporated by reference herein, other than exhibits, unless such exhibits
are specifically incorporated by reference into such documents. Requests for
such copies should be directed to: The Bank of New York Company, Inc., 48 Wall
Street, New York, New York 10286. Attention: Corporate Secretary, telephone
number (212) 495-1727.

2
<PAGE>

TABLE OF CONTENTS

Page
----

The Company ............................................................. 4
The Plan ................................................................ 4
Purpose ............................................................. 4
Advantages .......................................................... 4
Administration ...................................................... 4
Participation ....................................................... 5
Purchase Price ...................................................... 6
Optional Cash Purchases ............................................. 6
Investing Interest on Debt Securities ............................... 7
Costs ............................................................... 7
Taxes ............................................................... 8
Reports to Participants ............................................. 9
Dividends on Fractions of Shares .................................... 9
Certificates for Shares ............................................. 9
Withdrawal .......................................................... 9
Transfer of Shares Issued under the Plan ............................ 10
Option to Deliver Share Certificates ................................ 10
Other Information ................................................... 10
Common Stock ........................................................ 12
Certin Regulatory Considerations .................................... 12
Preferred Stock Purchase Rights ..................................... 12
Preferred Stock ..................................................... 13
Validity of Common Stock ................................................ 14
Experts ................................................................. 14
Indemnification ......................................................... 14
Use of Proceeds ......................................................... 14

3
<PAGE>

DESCRIPTION OF
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

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THE COMPANY

The issuer of the shares of Common Stock covered by this Prospectus is The
Bank of New York Company, Inc., a New York corporation which is a bank holding
company subject to the Federal Bank Holding Company Act. The Company has its
principal offices at 48 Wall Street, New York, New York 10286 (telephone:
212-495-1784). Its principal banking subsidiary is The Bank of New York (the
"Bank"), 48 Wall Street, New York, New York 10286. The Bank is a wholly-owned
subsidiary of the Company.

THE PLAN

The Plan consists of the following question and answer statements:

Purpose

1. What is the purpose of the Plan?

The purpose of the Plan is to provide holders of record of shares of Common
Stock, Preferred Stock or Debt Securities with a simple and convenient method of
reinvesting cash dividends, optional cash payments and interest paid on Debt
Securities in shares of the Company's Common Stock, without payment of any
brokerage commission or service charge.

Advantages

2. What are the advantages of the Plan?

A participant in the Plan may (a) have cash dividends on all shares of
Common Stock or Preferred Stock automatically reinvested in shares of Common
Stock, (b) have interest on Debt Securities automatically invested in shares of
Common Stock, or (c) invest in shares of Common Stock by making optional cash
purchases of at least $25 per investment and not more than $100,000 annually.
Participants pay no commission or service charge for purchases under the Plan.
Full investment of funds is possible because fractions of shares, as well as
whole shares, will be credited to a participant's account. Dividends paid on
fractional shares, as well as whole shares, will be used to purchase additional
shares. Such additional shares are then credited to a participant's account.
Regular quarterly statements of account simplify record keeping.

Administration

3. Who administers the Plan for participants?

The Bank has been designated by the Company as its agent to administer the
Plan for participants, maintain records, send statements of account to
participants and perform other duties relating to the Plan. The Company may also
designate an agent to act on behalf of the Plan in acquiring shares through open
market purchases for use under the Plan. The Bank will hold the shares purchased
for each participant until termination of participation in the Plan or receipt
of a request from a participant to issue certificates for all or part of the
participant's shares, as more fully explained in Question 21 below. Shares
purchased under the Plan and held by the Bank will be registered in its name or
the name of one of its nominees as agent for each participant in the Plan.

<PAGE>

Participation

4. Who is eligible to participate?

All holders of record of shares of Common Stock, Preferred Stock or Debt
Securities are eligible to participate in the Plan. A holder of record is a
shareholder or debtholder whose shares or Debt Securities are registered in the
shareholder's or debtholder's own name. If shares or debt securities are
registered in a name other than the prospective participant's name (e.g., in the
name of a broker or bank nominee) the prospective participant must become a
holder of record by having such shares or debt securities transferred into his
or her own name.

5. Is partial participation possible under the Plan?

No. Anyone who joins the Plan must participate with respect to all of the
shares of Common Stock or Preferred Stock or all of the Debt Securities
registered in the participant's name. A participant owning both common and
preferred stock or stock and debt may choose to participate with respect to only
one, e.g., a participant who owns Common Stock, Preferred Stock and Debt
Securities may choose to only participate with respect to Common Stock.

6. How does an eligible shareholder or debtholder participate?

A holder of record of Common Stock or Preferred Stock may join the Plan by
signing an Authorization Form and returning it to the Bank. A holder of record
of Debt Securities may join the Plan by signing an Interest Investment
Authorization Form and returning it to the Bank. A postage-paid envelope is
provided for this purpose. Authorization Forms may be obtained at any time from:
The Bank of New York, Shareholder Relations Department, P.O. Box 11258, Church
Street Station, New York, New York 10286-1258 or by calling the Shareholder
Relations Department at (800) 524-4458.

7. When may an eligible shareholder or debtholder join the Plan?

An eligible shareholder or debtholder may join the Plan at any time.

If the Authorization Form is received on or prior to the record date for a
dividend or interest payment, reinvestment will begin on that payment date. If
the Authorization Form is received after a record date, reinvestment will begin
on the subsequent payment date.

For example, if a dividend is declared on January 10 with a record date of
January 20 and a payment date of February 2, the Authorization Form must be
received on or prior to January 20 to have the February 2 dividend reinvested.
If the Authorization Form is received after January 20, reinvestment will begin
on the next dividend payment date. Participants only need to submit an
Authorization Form once.

8. What does the Authorization Form provide?

The Authorization Form authorizes the purchase of shares of Common Stock
through the following investment options:

A. "FULL DIVIDEND REINVESTMENT" -- Directs the Company to pay, to the
Bank for reinvestment, in accordance with the Plan, all of the
participant's cash dividends on all of the shares then or subsequently
registered in the participant's name or held in the participant's Plan
account. This option also permits the participant to make optional cash
payments for the purchase of additional shares in accordance with the Plan;

B. "OPTIONAL CASH PURCHASES" -- Permits the participant to make
optional cash payments for the purchase of additional shares in accordance
with the Plan without reinvesting any cash dividends.

5
<PAGE>

A participant may select the Full Dividend Reinvestment option or the
Optional Cash Purchases option.

A participant may change the election, at any time, by sending in a new
Authorization Form to: The Bank of New York, Dividend Reinvestment Department,
P.O. Box 1958, Newark, New Jersey 07101-9774. If the new Authorization Form is
received by the Bank at least 10 days before the next dividend or interest
payment date, changes will be effective on the next dividend or interest payment
date.

The Interest Investment Authorization Form allows holders of Debt
Securities to elect to invest interest payments on the Debt Securities held by
the participant and also permits the participant to make optional cash payments
for the purchase of shares of Common Stock in accordance with the Plan.

The Authorization Form also appoints the Bank as agent for each participant
and direct the Bank to apply such cash interest payments and any optional cash
payments a participant might make to the purchase of additional shares in
accordance with the terms of the Plan.

Purchase Price

9. What will be the price of shares purchased under the Plan?

If the shares are purchased directly from the Company, the price of the
shares purchased by participants in the Plan shall be determined as follows: (i)
in the case of shares purchased through the reinvestment of dividends, the
purchase price will be equal to the average of the high and low sales prices of
the Common Stock reported as New York Stock Exchange Composite Transactions (the
"Average Price"), for the dividend payment date; (ii) in the case of shares
purchased through optional cash purchases, the purchase price will be equal to
the Average Price for the date the shares are purchased under the Plan; and
(iii) in the case of shares purchased through the investment of interest on Debt
Securities, the purchase price will be equal to the Average Price for the
interest payment date. If the New York Stock Exchange is closed on any date for
the purchase of Common Stock by the Plan, the date for determining the Average
Price shall be the trading day immediately preceding such purchase date. If
there is no trading in the shares on the New York Stock Exchange for a
substantial amount of time during any such trading day, an average high and low
sales price shall be determined by the Company on the basis of such market
quotations as it shall deem appropriate. No shares will be sold by the Company
under the Plan at less than the par value of $7.50 per share.

If the shares are purchased in the open market on behalf of the Plan by an
agent, the price of the shares purchased by participants in the Plan shall be
equal to the average price of all shares purchased by the agent for participants
in the Plan with the aggregate funds used for such purchases on the date the
purchase is made. Participants in the Plan will be notified if shares were
purchased in the open market on behalf of the Plan.

The purchase price for the shares as determined above is hereinafter
referred to as the "Purchase Price".

Purchases made in the open market may be made through the Bank's brokerage
firm BNY Brokerage, Inc.

10. How many shares will be purchased for participants and when will they be
credited to the participants' accounts?

Shares purchased will be credited to each participant's account on the
purchase date. The number of shares purchased will be equal to the amount to be
invested divided by the applicable Purchase Price, including fractions computed
to four decimal places.

Optional Cash Purchases

11. How are optional cash purchases made?

An optional cash purchase may be made by a participant when enrolling by
enclosing a check or money order (drawn on a United States Bank and payable in
United States dollars) payable to The Bank of New York, Agent, with the
Authorization Form returned to the Bank. Thereafter optional cash purchases
should be made by sending a check along with the tear off stub attached to the
bottom of a participant's statement to the Bank. Using the tear off stub will
help expedite optional investments. The same amount of money need not be sent
each month and there is no obligation to make an optional cash purchase each
month.

6
<PAGE>

Third party checks or checks not drawn on a United States Bank and payable
in United States dollars will be returned to the participant. Checks not
accompanied by a tear off stub, an Authorization Form or instructions will also
be returned.

Each optional cash purchase made by a participant must be at least $25.
There is a maximum limit on the amount of optional cash purchases made by a
participant of $100,000 per calendar year. All cash purchases will be
acknowledged upon investment and will appear on the quarterly statement of
account.

The Purchase Price for such shares shall be determined as set forth in
Question 9.

12. When will optional cash payments received by the Bank be invested?

Optional cash payments received on or before the last business day of the
month will be invested in shares of Common Stock on the first business day of
the next month. Optional payments received after such last business day will be
invested in shares of Common Stock at the next monthly purchase date. NO
INTEREST WILL BE PAID ON OPTIONAL CASH PAYMENTS HELD BY THE BANK.

13. When will dividends be paid on shares purchased with optional payments?

Shares purchased with optional payments will be entitled to the dividend
following the calendar quarter in which such shares are purchased. For example,
an optional payment received on December 15 will be invested in shares of Common
Stock on the first business day of January. The shares purchased in January will
be entitled to receive dividends beginning with the dividend paid in the first
calendar quarter of that year.

14. Under what circumstances will optional cash payments be returned?

Optional cash payments received by the Bank will be returned to the
participant upon written request received by the Bank at least two business days
prior to the first business day of each month.

Third party checks, checks not drawn on a United States Bank and payable in
United States dollars or checks sent without a tear off stub, Authorization Form
or instructions will also be returned to the participant.

Investing Interest on Debt Securities

15. How may interest on Debt Securities be automatically invested?

In order to automatically invest the interest paid on Debt Securities to
purchase shares of the Company's Common Stock, holders of record of Debt
Securities must complete and sign the Interest Investment Authorization Form and
return it to the Bank at the address set forth in Question 8. The Form and a
postage-paid envelope may be obtained at any time by contacting the Bank at the
address set forth in Question 6. Interest so invested will be used to purchase
shares at the Purchase Price determined as set forth in Question 9. If payable
on the first day of a month, interest will be invested the first business day of
that month. Purchases made with interest payments will be acknowledged upon
investment and will be shown on the next quarterly statement of account.

Costs

16. Are there any out-of-pocket costs to participants in connection with
purchases under the Plan?

No. All costs of administration of the Plan are paid by the Company. There
are no brokerage fees or commissions charged to participants in connection with
the purchase of shares under the Plan. Certain expenses may be incurred by the
participant if the participant requests the re-registration of shares upon the
issuance of a certificate or if the participant requests that whole shares be
sold upon his or her withdrawal from the Plan (see Questions 23 and 24).

7
<PAGE>

Taxes

17. What are the federal income tax consequences of participation in the Plan?

The Company believes the following is an accurate summary of the federal
tax consequences of participation in the Plan. Participants are advised to
consult with their tax advisors with respect to federal, state, local and other
tax laws that may apply to their specific situation.

Under current federal income tax law, a participant in the Plan who
acquires shares purchased directly from the Company with reinvested dividends
will be treated as receiving, on each dividend payment date, a dividend in an
amount equal to the fair market value of the additional shares acquired on that
date. A participant in the Plan who acquires shares purchased in the open market
with reinvested dividends will be treated as receiving a cash distribution equal
to the sum of the Purchase Price and the pro rata brokerage fees, if any, paid
by the Company in connection with the purchase of such shares.

A participant's tax basis in the shares purchased directly from the Company
with reinvested dividends will be the fair market value of the shares on the
dividend payment date on which the shares were acquired. A participant's tax
basis in shares purchased in the open market with reinvested dividends will be
equal to the Purchase Price of the shares plus the amount of the pro rata
brokerage fees paid by the Company in connection with the purchase of such
shares.

A participant's tax basis in shares purchased directly from the Company
with optional cash payments or reinvested interest will be the Purchase Price of
the shares. The tax basis of shares purchased in the open market with optional
cash payments or reinvested interest will be the Purchase Price of the shares
plus the amount of the pro rata brokerage fees paid by the Company in connection
with the purchase of such shares.

Participants will be subject to federal income taxation with respect to
dividends or interest received or deemed received in accordance with their
method of accounting for federal income tax purposes. Dividends received under
the Plan by a participant which is a corporation entitled to the "dividends
received" deduction will be eligible for this deduction to the same extent as
cash dividends paid directly to the participant.

A participant's holding period for the shares acquired pursuant to the Plan
will begin on the day following the dividend payment date on which the shares
were acquired, in the case of dividend reinvestment, and the day following the
date of purchase, in the case of interest reinvestment or other optional cash
payments.

A participant will recognize gain or loss when shares are sold or
exchanged, where such sale or exchange is pursuant to the participant's request
upon the participant's withdrawal from the Plan or such sale or exchange takes
place after withdrawal from or termination of the Plan. Such gain or loss will
be the difference between the amount which the participant receives for the
shares and the tax basis thereof and will be a capital gain or loss if the
shares are capital assets with respect to the participant.

All participants are urged to consult their own tax advisors to determine
the particular federal, state, local and other tax consequences which may result
from their participation in the Plan and the subsequent disposal by them of
shares purchased pursuant to the Plan.

18. How are federal income tax withholding provisions applied to foreign
shareholders?

In the case of a foreign shareholder whose dividends are subject to United
States income tax withholding, the Company will reinvest dividends minus the
amount of the tax withheld. Foreign shareholders are responsible for filing any
documentation required to obtain any reduction in or refund of the required
withholding tax.

Checks for optional cash payments received from foreign shareholders must
be drawn on a United States bank, in United States dollars and, except as
described in the preceding paragraph, will be treated in the same manner as
payments from other participants.

8
<PAGE>

Reports to Participants

19. What kind of reports will be sent to participants in the Plan?

As soon as practicable after each dividend payment date, a quarterly
statement of account will be mailed to each participant by the Bank. The
statement is a participant's continuing record of the cost of his or her
purchases. It is important to retain these statements for income tax purposes.
The Company may charge a fee for copies of past statements. Acknowledgements of
optional cash purchases and investments of interest on Debt Securities will be
mailed to participants promptly after the purchase of Common Stock for their
account. In addition, each participant will receive communications sent to
holders of Common Stock, including the Company's Interim Reports, Annual Report,
the Notice of Annual Meeting, Proxy Statement and certain Internal Revenue
Service information for reporting dividend income.

Dividends on Fractions of Shares

20. Will participants be credited with dividends on fractions of shares?

Yes. Dividends with respect to such fractions, as well as whole shares,
will be credited to the participant's account and will be reinvested in
additional shares.

Certificates for Shares

21. Will certificates be issued for shares purchased?

Certificates for shares credited to a participant's account will only be
issued upon request to the Bank or when the account is terminated. The number of
shares credited to an account under the Plan will be shown on the participant's
quarterly statement of account. This service protects against loss, theft or
destruction of stock certificates.

At any time, a participant may request that the Bank send a certificate for
all or part of the whole shares credited to the participant's account, by using
the tear off stub attached to the bottom of the statement. The stub should be
mailed to the Bank at the address set forth in Question 8. Any remaining whole
shares and any fraction of a share will continue to be credited to the
participant's account.

Unless a participant withdraws from the Plan, shares held in the form of
certificates and shares held in the participant's account will continue to
participate in the Plan.

Shares credited to the account of a participant under the Plan may not be
pledged or assigned. A participant who wishes to pledge or assign such shares
must request a certificate for such shares.

Certificates for fractional shares will not be issued to participants under
any circumstances.

22. In whose name will certificates be registered when issued to participants?

Certificates issued to participants will be registered in the name of the
participant as shown on the participant's Plan Account.

Withdrawal

23. How does a participant withdraw from the Plan?

In order to withdraw from the Plan, a participant must notify the Bank by
using the tear off stub attached to the bottom of the statement. The stub should
be mailed to the Bank at the address set forth in Question 8. When a participant
withdraws from the Plan, or upon termination of the Plan by the Company, a
certificate for whole shares credited to the participant's account under the
Plan will be issued and a cash payment will be made for any fractional share
interest. Such cash payment will be based on the Average Price of the Common
Stock for the business day following the day the withdrawal request is received
by the Bank. A processing fee of $5.00 will be deducted from the cash payment.

9
<PAGE>

Upon withdrawal from the Plan, a participant may also request that all or
part of the whole shares credited to the participant's account in the Plan be
sold. If a sale is requested, the sale will generally be made by the Bank for
the participant's account in the open market within five business days after
receipt of the request. Shares may also be repurchased by the Company at the
Average Price on the date the shares are repurchased. The participant will
receive the proceeds from such sale, less a service charge of $5.00 and any
brokerage fees or commissions and any transfer tax.

24. When may a participant withdraw from the Plan?

A participant may withdraw from the Plan at any time.

If the request to withdraw is received prior to the record date for a
dividend or interest payment, the withdrawal will be processed on the fifth
business day following receipt of the request.

However, if the request to withdraw is received on or after the record date
for a dividend or interest payment, any amount paid on the payment date will be
reinvested for the participant's account. Any optional cash payment which had
been sent to the Bank prior to the request for withdrawal will be invested
unless return of the amount is expressly requested in the request for withdrawal
and the request for withdrawal is received at least two business days prior to
the payment date. The request for withdrawal will then be processed as promptly
as possible following such dividend payment date.

All subsequent dividends or interest payments will be paid to the former
participant in cash unless he or she re-enrolls in the Plan, which he or she may
do at any time.

Transfer of Shares Issued under the Plan

25. How does a participant transfer shares issued under the Plan and held by
the Bank in the participant's account?

A participant must deliver to the Bank at the address set forth in Question
8 instructions to transfer the registration of all or a specific number of
shares held in the participant's account to a new registration. Such
instructions must be signed by the shareholder(s) of record with signatures
guaranteed by a member of the medallion signature guarantee program, a
commercial bank, trust company, savings bank or savings and loan association
located in New York City, a commercial bank with a correspondent bank located in
New York City or a member organization of a stock exchange located in New York
City. Unless the transferee withdraws from the Plan, dividends on the shares
transferred will continue to be automatically reinvested under the Plan.

Option to Deliver Share Certificates

26. May a participant deposit certificates for shares of Common Stock into the
Plan?

Yes. The charge for each such deposit is $5.00. Interested participants
should request the necessary forms from the Bank at the address set forth in
Question 6. Shares deposited into the Plan will be treated in the same manner as
shares purchased through the Plan and may be conveniently transferred, sold or
withdrawn through the Plan. Certificates for shares of Preferred Stock may not
be deposited into the Plan.

Other Information

27. If the Company has a rights offering, how will the rights on the Plan
shares be handled?

If a participant is entitled to participate in a rights offering, he or she
will have the right to subscribe based upon his or her total holdings. Rights
certificates will, however, be issued for the number of whole shares only.
Transaction processing may be curtailed or suspended until the completion of a
rights offering.

10
<PAGE>

28. What happens if the Company issues a dividend payable in stock or declares
a stock split?

Any dividend payable in stock or any split shares distributed by the
Company on shares credited to the account of a participant will automatically be
added to the participant's Plan account. Transaction processing may be curtailed
or suspended until the completion of a stock dividend or stock split.

Stock dividends or split shares distributed on shares held in certificate
form will be mailed directly to participants in the same manner as to
shareholders who are not participating in the Plan.

29. How will a participant's shares held by the Bank be voted at shareholders'
meetings?

Shares held by the Bank for a participant will be voted as the participant
directs.

A proxy card will be sent to each participant in connection with any annual
or special meeting of shareholders, as is the case for all shareholders. This
proxy will apply to all whole shares registered in the participant's own name,
if any, as well as to all whole shares credited to the participant's account
under the Plan.

As in the case of all shareholders, if no instructions are indicated on a
properly signed and returned proxy card, all of the participant's whole shares
(those registered in the participant's name, if any, and those credited to such
participant's account under the Plan) will be voted in accordance with the
recommendations of the Company's management. If the proxy card is not returned
or is returned unsigned, the participant's shares may be voted only if the
participant or a duly appointed representative votes in person at the meeting.

30. What are the responsibilities of the Company and the Bank under the Plan?

The Company and the Bank will not be liable under the Plan for any act done
in good faith or for any good faith omission to act including, without
limitation, any claim of liability arising out of failure to terminate a
participant's account upon such participant's death or based upon the prices at
which shares are purchased or sold for the participant's account, the times when
such purchases or sales are made, or fluctuation in the value of the Common
Stock.

NEITHER THE COMPANY NOR THE BANK CAN ASSURE ANY PARTICIPANT OF A PROFIT OR
PROTECT HIM OR HER AGAINST A MARKET LOSS ON THE SHARES PURCHASED UNDER THE PLAN.

31. May the Plan be changed or discontinued?

Yes. The Board of Directors of the Company may amend, suspend, modify or
terminate the Plan at any time, including during the period between a record
date and a payment date. Notice of any such amendment, suspension, modification
or termination will be sent to all participants. Upon termination of the Plan,
any uninvested optional cash payments will be returned, certificates for whole
shares credited to a participant's account under the Plan will be issued, and a
cash payment will be made for any fraction of a share credited to a
participant's account. All fractional shares in the Plan will be combined into
whole shares and sold. Participants will receive cash for their fractional
shares based on the actual sales price realized on such date as is set forth in
the notice of termination.

In the event the Company hereafter terminates the Plan and
contemporaneously establishes another dividend reinvestment plan, each
participant in the Plan will be automatically enrolled in such other dividend
reinvestment plan and shares credited to his or her account under the Plan will
be automatically credited to such other dividend reinvestment plan, unless
notice from such participant is received to the contrary.

32. Who should be contacted with questions about the Plan?

Questions should be addressed to the Bank as set forth in Question 6.

11
<PAGE>

DESCRIPTION OF CAPITAL STOCK

The following statements are summaries of, and are subject to the detailed
provisions of, the Company's Restated Certificate of Incorporation, By-laws and
to the relevant provisions of the New York Business Corporation Law.

The authorized capital stock of the Company consists of 800,000,000 shares
of Common Stock, $7.50 par value per share, 5,000,000 shares of Preferred Stock,
without par value ("Preferred Stock"), and 5,000,000 shares of Class A Preferred
Stock, par value $2.00 per share ("Class A Preferred Stock").

The Company has also authorized a series of Preferred Stock in connection
with its Preferred Stock Purchase Rights plan. See "Preferred Stock Purchase
Rights".

As of April 30, 1996, there were 194,811,790 shares of Common Stock
outstanding.

Common Stock

The holders of Common Stock are entitled to receive dividends, when, as and
if declared by the Board of Directors, from funds legally available therefor,
and are entitled upon liquidation to receive pro rata the net assets of the
Company after satisfaction in full of the prior rights of creditors of the
Company and holders of any Preferred Stock. The principal source of funds for
payment of dividends by the Company is dividends paid by its subsidiary banks.
See "Certain Regulatory Considerations" below.

The holders of the Common Stock are entitled to one vote for each share
held on all matters as to which shareholders are entitled to vote. The holders
of the Common Stock do not have cumulative voting rights, any preferential or
preemptive right with respect to any securities of the Company or any conversion
rights. The Common Stock is not subject to redemption. The outstanding shares of
Common Stock are fully paid and non-assessable.

The Bank is the Transfer Agent, Registrar and Dividend Disbursement Agent
for the Common Stock.

Certain Regulatory Considerations

The Company's principal assets and sources of income are its investments in
its bank subsidiaries, and it is a legal entity separate and distinct from its
banks and other subsidiaries. There are various legal limitations on the extent
to which these banks and other subsidiaries can finance or otherwise supply
funds to the Company and certain of its affiliates.

Preferred Stock Purchase Rights

On December 10, 1985, the Company adopted a preferred stock purchase rights
plan, which was subsequently amended as of June 13, 1989, April 30, 1993 and
March 8, 1994 (as amended, the "Rights Plan"). Under the Rights Plan a dividend
was declared in the form of one right (a "Right" and, collectively, the
"Rights") for each outstanding share of Common Stock. The dividend was declared
with respect to both the shares then outstanding and shares issued thereafter
but before the Separation Date (as defined below). Acquirors of any shares of
Common Stock offered hereby will receive one Right for each share of Common
Stock unless the Separation Date has previously occurred. The certificates
representing the shares of Common Stock offered hereby will bear a legend to the
effect that the certificates also evidence the Rights.

Subject to adjustment upon the occurrence of certain events, each Right may
be exercised by the holder thereof to purchase one one-thousandth of a share of
a new series of the Company's Preferred Stock (the "Purchase Rights Preferred
Stock") for $200 (the "Exercise Price"), 10 days after the earlier of: (i) the
date of public announcement that a person or group (an "Acquiring Person") has
acquired 20% or more of the Company's outstanding Common Stock, (ii) the date of
approval under the Bank Holding Company Act or the date of notice of
nondisapproval under the Change in Bank Control Act for any person to acquire
25% or more of the outstanding shares of the Company's Common Stock, or (iii)
the date of commencement of or first public announcement of the intent of any
person to commence a tender or exchange offer to acquire 25% or more of the
outstanding shares of the Company's Common Stock. The first date on which the
right to purchase the Purchase Rights Preferred Stock could be exercised is
referred to as the "Separation Date."

12
<PAGE>

The Exercise Price, the number of Rights outstanding and the Redemption
Price (as defined below) will be adjusted in the event (i) of a stock dividend
on, or subdivision or combination of, Common Stock or (ii) that the Company
issues, in a reclassification, merger or consolidation, any shares of capital
stock in respect of or in lieu of existing Common Stock.

If there is a merger or other business combination between the Company and
an Acquiring Person, or if certain other events occur involving an Acquiring
Person, each Right (if not previously exercised) would entitle the holder to
purchase $200 in market value of the Acquiring Person's stock (or, in certain
events, the stock of another company) for $100.

In addition, if a Separation Date occurs other than as a result of a
merger, business combination or other events referred to above and a person or
group acquires 20% or more of the outstanding Common Stock, each Right (if not
previously exercised and other than Rights beneficially owned by an Acquiring
Person) would entitle the holder to purchase $200 in market value of Common
Stock for $100.

Prior to the Separation Date, the Rights cannot be transferred apart from
the Common Stock and will be represented solely by the Common Stock
certificates. If the Separation Date occurs, separate certificates representing
the Rights will be mailed to holders of the Common Stock as of such date, and
the Rights could then begin to trade separately from the Common Stock.

The Rights are redeemable by the Company at $.05 per Right, (the
"Redemption Price"), subject to adjustment upon the occurrence of certain
events, at any time prior to the occurrence of the Separation Date. The Rights
will expire on the earliest of (i) the time at which the Rights are exchanged
for Common Stock or Purchase Rights Preferred Stock as described herein, (ii)
the time at which the Rights are redeemed as described herein, and (iii) the
close of business on March 7, 2004.

The Rights do not have any voting rights and are not entitled to dividends.
The terms of the Rights may be amended without the consent of the holders,
provided that the amendment does not adversely affect the interests of the
holders.

Each share of Purchase Rights Preferred Stock will have a liquidation
preference of $200,000 ($200 for every one one-thousandth of a share of Purchase
Rights Preferred Stock) and will have a dividend rate equal to the dividends on
1,000 shares of Common Stock. The Purchase Rights Preferred Stock will have no
sinking fund, but will be redeemable at the option of the Company two years
after the Separation Date at the liquidation preference per share. The Purchase
Rights Preferred Stock will have certain limited voting rights.

The Rights may have certain anti-takeover effects. The Rights may cause
substantial dilution to an Acquiring Person if it attempts to merge with, or
engage in certain other transactions with, the Company. The Rights should not,
however, interfere with any merger or business combination approved by the Board
of Directors of the Company prior to the occurrence of a Separation Date because
the Rights may be redeemed prior to such time.

The foregoing description of the Rights is qualified in its entirety by
reference to the complete terms of the Rights as set forth in a Rights
Agreement, dated as of December 10, 1985 and amended as of June 13, 1989, April
30, 1993 and March 8, 1994 (as amended, the "Rights Agreement"), between the
Company and The Bank of New York, as Rights Agent. The Rights Agreement is
incorporated by reference as an exhibit to the Registration Statement of which
this Prospectus is a part. A copy of the Rights Agreement can be obtained as
described under "Available Information" or upon written request to the Rights
Agent, The Bank of New York, 101 Barclay Street, New York, New York 10286,
Attention: Shareholder Relations Department-11th Floor.

Preferred Stock

The Preferred Stock and the Class A Preferred Stock are each issuable in
one or more series and, with respect to any series, the Board of Directors of
the Company, subject to certain limitations, is authorized to fix the numbers of
shares; designations of titles; dividend rates; special or relative rights in
the event of liquidation, distribution or sale of assets or dissolution or
winding up of the Company; any sinking fund provisions; any redemption or
purchase account provisions; any conversion provisions; any voting rights; and

13
<PAGE>

any other terms, rights, preferences or limitations of the series. Shares of
Preferred Stock and Class A Preferred Stock that are redeemed, repurchased or
otherwise reacquired by the Company have the status of authorized, unissued and
undesignated shares of Preferred Stock and Class A Preferred Stock and may be
reissued.

If at the time of any annual meeting of the shareholders for the election
of directors a default in preference dividends on any series of Preferred Stock
or Class A Preferred Stock (collectively "Preferred Stock") exists, the number
of directors constituting the Company's Board shall be increased by two, and the
holders of Preferred Stock of all series shall have the right at such meeting,
voting together as a single class without regard to series, to the exclusion of
the holders of Common Stock, to elect two directors to fill such newly created
directorships. Such right shall continue until there are no dividends in arrears
upon the Preferred Stock.

Satisfaction of any dividend preferences of outstanding Preferred Stock
would reduce the amount of funds available for the payment of dividends on
Common Stock. Also, holders of Preferred Stock would normally be entitled to
receive a preference payment before any payment is made to holders of Common
Stock in the event of any liquidation, dissolution or winding-up of the Company.

The Bank is the Transfer Agent and Registrar for the Preferred Stock.

As of April 30, 1996 the Company has issued and outstanding 184,000 shares
of Preferred Stock (8.60% Cumulative Preferred Stock) and 46,204 shares of Class
A Preferred Stock (7.75% Cumulative Convertible Preferred Stock).

VALIDITY OF COMMON STOCK

The validity of the Common Stock offered hereby has been passed upon for
the Company by Paul A. Immerman, who is Senior Counsel to The Bank of New York.

EXPERTS

The consolidated financial statements of the Company and its subsidiaries,
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

INDEMNIFICATION

The By-laws of the Company require, and provisions of the New York State
Business Corporation Law permit, the Company to indemnify a director or officer
from liability in certain circumstances. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.

USE OF PROCEEDS

The Company does not know the number of shares that will be sold under the
Plan, or the prices thereof. The proceeds it receives from such sales will be
available for general corporate purposes, including investments in, or
extensions of credit to, subsidiaries of the Company.

14
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.*

Securities and Exchange Commission registration fee ........... $32,371
Stock Exchange Listing Fees ................................... 1,500
Printing Expenses ............................................. 5,500
Accounting Fees and Expenses .................................. 15,000
Legal Fees and Expenses (including Blue Sky fees and expenses) 8,000
Miscellaneous expenses ........................................ 2,629
-------
Total ..................................................... $65,000
=======

- - ----------

* All amounts other than the registration fee are estimated. These expenses
do not include annual recurring costs for the operation of the Plan.

Item 15. Indemnification of Directors and Officers.

The By-laws of the Registrant (Section 7.1) provide the following:

Except to the extent expressly prohibited by the New York Business
Corporation Law, the Company shall indemnify any person made or threatened to be
made a party to any action or proceeding, whether civil or criminal, by reason
of the fact that such person or such person's testator or intestate is or was a
director or officer of the Company, or serves or served at the request of the
Company any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity, against judgments, fines,
penalties, amounts paid in settlement and reasonable expenses, including
attorneys' fees, incurred in connection with such action or proceeding, or any
appeal therein; provided that no such indemnification shall be made if a
judgment or other final adjudication adverse to such person establishes that his
or her acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled; and provided further that
no such indemnification shall be required with respect to any settlement or
other nonadjudicated disposition of any threatened or pending action or
proceeding unless the Company has given its prior consent to such settlement or
other disposition.

The Company may advance or promptly reimburse upon request any person
entitled to indemnification hereunder for all expenses, including attorneys'
fees, reasonably incurred in defending any action or proceeding in advance of
the final disposition thereof upon receipt of an undertaking by or on behalf of
such person to repay such amount if such person is ultimately found not to be
entitled to indemnification or, where indemnification is granted, to the extent
the expenses so advanced or reimbursed exceed the amount to which such person is
entitled; provided, however, that such person shall cooperate in good faith with
any request by the Company that common counsel be utilized by the parties to an
action or proceeding who are similarly situated unless to do so would be
inappropriate due to actual or potential differing interests between or among
such parties.

Nothing herein shall limit or affect any right of any person otherwise than
hereunder to indemnification or expenses, including attorneys' fees, under any
statute, rule, regulation, certificate of incorporation, by-law, insurance
policy, contract or otherwise.

Anything in these By-laws to the contrary notwithstanding, no elimination
of this By-law, and no amendment to this By-law adversely affecting the right of
any person to indemnification or advancement of expenses hereunder, shall be
effective until the 60th day following notice to such person of such action, and
no elimination of or amendment to this By-law shall deprive any person of his or
her rights hereunder arising out of alleged or actual occurrences, acts or
failures to act prior to such 60th day.

II-1
<PAGE>

The Company shall not, except by elimination of or amendment to this By-law
in a manner consistent with the preceding paragraph, take any corporate action
or enter into any agreement which prohibits, or otherwise limits the rights of
any person to, indemnification in accordance with the provisions of this By-Law.
The indemnification of any person provided by this By-Law shall continue after
such person has ceased to be a director or officer of the Company and shall
inure to the benefit of such person's heirs, executors, administrators and legal
representatives.

The Company is authorized to enter into agreements with any of its
directors or officers extending rights to indemnification and advancement of
expenses to such person to the fullest extent permitted by applicable law, but
the failure to enter into any such agreement shall not affect or limit the
rights of such person pursuant to this By-law, it being expressly recognized
hereby that all directors or officers of the Company by serving as such after
the adoption hereof, are acting in reliance hereon and that the Company is
estopped to contend otherwise.

In case any provision in this By-law shall be determined at any time to be
unenforceable in any respect, the other provisions shall not in any way be
affected or impaired thereby, and the affected provision shall be given the
fullest possible enforcement in the circumstances, it being the intention of the
Company to afford indemnification and advancement of expenses to its directors
and officers, acting in such capacities or in the other capacities mentioned
herein to the fullest extent permitted by law.

For purposes of this By-law, the Company shall be deemed to have requested
a person to serve an employee benefit plan where the performance by such person
of his or her duties to the Company also imposes duties on, or otherwise
involves services by, such person to the plan or participants or beneficiaries
of the plan, and excise taxes assessed on a person with respect to any employee
benefit plan pursuant to applicable law shall be considered indemnifiable
expenses. For purposes of this By-law, the term "Company" shall include any
legal successor to the Company, including any corporation which acquires all or
substantially all of the assets of the Company in one or more transactions.

A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in the first paragraph of this By-law shall be indemnified as authorized in such
paragraph. Except as provided in the preceding sentence and unless ordered by a
court, indemnification under this By-law shall be made by the Company if, and
only if, authorized in the specific case:

(1) By the Board of Directors acting by a quorum consisting of directors
who are not parties to such action or proceeding upon a finding that
the director or officer has met the standard of conduct set forth in
the first paragraph of this By-law, or,

(2) If such a quorum is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs:

(a) by the Board of Directors upon the opinion in writing of
independent legal counsel that indemnification is proper in the
circumstances because the standard of conduct set forth in the
first paragraph of this By-law has been met by such director or
officer, or

(b) by the shareholders upon a finding that the director or officer
has met the applicable standard of conduct set forth in such
paragraph.

If any action with respect to indemnification of directors and officers is
taken by way of amendment of these By-Laws, resolution of directors, or by
agreement, the Company shall, not later than the next annual meeting of
shareholders, unless such meeting is held within three months from the date of
such action and, in any event, within fifteen months from the date of such
action, mail to its shareholders of record at the time entitled to vote for the
election of directors a statement specifying the action taken.

With certain limitations, Sections 721 through 726 of the New York Business
Corporation Law permit a corporation to indemnify a director or officer made a
party to an action (i) by a corporation or in its right in order to procure a
judgement in its favor unless he shall have breached his duties, or (ii) other
than an action by or in the right of the corporation in order to procure a
judgment in its favor if such director or officer acted in good faith and in a
manner reasonably believed to be in or, in certain cases, not opposed to such
corporation's best interests, and additionally, in criminal actions, had no
reasonable cause to believe his conduct was unlawful.

II-2
<PAGE>

In addition, the Company maintains a directors and officers insurance
policy.

Item 16. Exhibits and Financial Statement Schedule.

The following are filed as exhibits to this Registration Statement.

4(a) The Registrant's Restated Certificate of Incorporation,
incorporated by reference to Exhibit 4 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1994.

4(b) The Registrant's By-laws, incorporated by reference to Exhibit
3(a) to the registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1987.

4(c) Rights Agreement, including form of Preferred Stock Purchase
Right, dated as of December 10, 1985, between The Bank of New
York Company, Inc. and The Bank of New York, as Rights Agent,
incorporated by reference to the registrant's Registration
Statement on Form 8-A, dated December 18, 1985.

4(d) First Amendment dated as of June 13, 1989, to the Rights
Agreement, including form of Preferred Stock Purchase Right,
dated as of December 10, 1985, between The Bank of New York
Company, Inc. and The Bank of New York, as Rights Agent,
incorporated by reference to the amendment on Form 8, dated June
14, 1989, to the registrant's Registration Statement on Form 8-A,
dated December 18, 1985.

4(e) Second Amendment, dated as of April 30, 1993, to the Rights
Agreement, including form of Preferred Stock Purchase Right dated
as of December 10, 1985, between The Bank of New York Company,
Inc. and The Bank of New York, as Rights Agent, incorporated by
reference to the amendment on Form 8-A/A, filed May 3, 1993, to
the registrant's Registration Statement on Form 8-A, dated
December 18, 1985.

4(f) Third Amendment, dated as of March 8, 1994, to the Rights
Agreement, including form of Preferred Stock Purchase Right dated
as of December 10, 1985, between The Bank of New York Company,
Inc. and The Bank of New York, as Rights Agent, incorporated by
reference to the amendment on Form 8-A/A, filed March 23, 1994,
to the registrant's Registration Statement on Form 8-A, dated
December 18, 1985.

5 Opinion of Paul A. Immerman as to validity.

23 Consents.

(a) Consent of Deloitte & Touche LLP.

(b) Consent of Counsel (Included in Exhibit 5).

24 Powers of Attorney.

II-3
<PAGE>

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file during any period in which offers and sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement.

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold as the
termination of the offering.

(4) For purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide, offering thereof.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 15th day of May,
1996.

THE BANK OF NEW YORK COMPANY, INC.

By: /s/ DENO D. PAPAGEORGE
-------------------------------
Deno D. Papageorge,
Senior Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 15th day of May, 1996.

Signature Title
--------- -----

/s/ J. CARTER BACOT Chairman of the Board and Chief
- - ----------------------------- Executive Officer (Principal
(J. Carter Bacot) Executive Officer) and Director

/s/ DENO D. PAPAGEORGE Senior Executive Vice President
- - ----------------------------- (Principal Financial Officer)
(Deno D. Papageorge)

/s/ ROBERT E. KEILMAN Comptroller (Principal
- - ----------------------------- Accounting Officer)
(Robert E. Keilman)

* Director
- - -----------------------------
(Richard Barth)

* Director
- - -----------------------------
(Frank Biondi)

* Director
- - -----------------------------
(William R. Chaney)

* Director
- - -----------------------------
(Samuel F. Chevalier)

* Director
- - -----------------------------
(Ralph E. Gomory)

* Vice Chairman
- - ----------------------------- and Director
(Alan R. Griffith)

* Director
- - -----------------------------
(Edward L. Hennessy, Jr.)

* Director
- - -----------------------------
(John C. Malone)

* Director
- - -----------------------------
(Donald L. Miller)

* Director
- - -----------------------------
(H. Barclay Morley)

II-5
<PAGE>

Signature Title
--------- -----

* Director
- - -----------------------------
Martha T. Muse

* Director
- - -----------------------------
Catherine A. Rein

* President and Director
- - -----------------------------
Thomas A. Renyi

* Director
- - -----------------------------
Harold E. Sells

* Director
- - -----------------------------
W.S. White, Jr.

* Deno D. Papageorge, by signing his name hereto on May 15, 1996, does hereby
sign this document on behalf of each of the indicated directors of the
registrant pursuant to powers of attorney duly executed by such persons.

By: /s/ DENO D. PAPAGEORGE
--------------------------
Deno D. Papageorge

II-6
<PAGE>

EXHIBIT INDEX

Exhibit Description
------- -----------

4(a) The Registrant's Restated Certificate of Incorporation,
incorporated by reference to Exhibit 4 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1994.

4(b) The Registrant's By-laws, incorporated by reference to Exhibit
3(a) to the registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1987.

<PAGE>

5 Opinion of Paul A. Immerman as to validity.

23 Consents.

(a) Consent of Deloitte & Touche LLP.

(b) Consent of Counsel (Included in Exhibit 5).

24 Powers of Attorney.

THE BANK OF NEW YORK
ONE WALL STREET
NEW YORK, NEW YORK 10286

May 15 , 1996
The Bank of New York Company, Inc.
48 Wall Street
New York, New York 10286

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933, as
amended (the "Act") of 2,000,000 shares of Common Stock (the "Common Stock"),
par value $7.50 per share, of The Bank of New York Company, Inc., a New York
corporation (the "Company") and the Preferred Stock Purchase Rights related to
the Common Stock (the "Rights") to be issued pursuant to the Rights Agreement,
dated as of December 10, 1985, and amended as of June 13, 1989, April 30, 1993
and March 8, 1994, between the Company and The Bank of New York, as Rights
Agent, being herein collectively referred to as the "Securities", which are to
be issued pursuant to the Company's Dividend Reinvestment and Stock Purchase
Plan (the "Plan"), I, as your counsel, have examined such corporate records,
certificates and other documents, and such questions of law, as I have
considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, I advise you that, in my opinion:

(1) When the Registration Statement relating to the Securities (the
"Registration Statement") has become effective under the Act, the shares of
Common Stock have been duly issued and sold as contemplated in the Registration
Statement and the Company shall have complied with applicable securities or
"blue sky" laws of the various states, then the Common Stock, when issued and
delivered in the manner provided in the Plan will be validly issued, fully paid
and non-assessable.

(2) Assuming the Rights Agreement has been duly authorized, executed and
delivered by the Rights Agent, then when the Registration Statement has become
effective under the Act and the Common Stock has been validly issued, the Rights
attributable to the Common Stock will be validly issued.

In connection with my opinion set forth in paragraph (2) above, I note that
the question whether the Board of Directors of the Company might be required to
redeem the Rights at some future time will depend upon the facts and
circumstances existing at the time and, accordingly, is beyond the scope of such
opinion.

<PAGE>

The foregoing opinion is limited to the Federal laws of the United States
and the laws of the State of New York and I am expressing no opinion as to the
effect of the laws of any other jurisdiction.

I have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed by me to be
responsible.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Validity of
Common Stock" in the Prospectus. In giving such consent, I do not thereby admit
that I am in the category of persons whose consent is required under Section 7
of the Act.

Very truly yours,

Paul A. Immerman

We consent to the incorporation by reference in this Registration Statement of
The Bank of New York Company, Inc. on Form S-3 of our report dated February 26,
1996, appearing in the 1995 Annual Report to Shareholders which is incorporated
by reference in the Annual Report on Form 10-K of The Bank of New York Company,
Inc., for the year ended December 31, 1995 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.

/s/ Deloitte & Touche LLP
New York, New York
May 15, 1996

THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-3 UNDER THE SECURITIES ACT OF 1933

The undersigned Director or Officer of The Bank of New York Company, Inc.
(the "Company") hereby appoints Alan R. Griffith, Thomas A. Renyi, Deno D.
Papageorge, Phebe C. Miller and Jacqueline R. McSwiggan, and each of them
severally as the attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-3, or other appropriate form, on his or her
behalf, in any and all capacities stated therein, and to file such Registration
Statement with the Securities and Exchange Commission under the Securities Act
of 1933 and to sign and file with the Securities and Exchange Commission any and
all amendments (including post effective amendments) and supplements thereto
with respect to shares of the Company's Common Stock, $7.50 par value (including
the preferred stock purchase rights) to be issued under The Dividend
Reinvestment and Stock Purchase Plan of the Company.