BANK OF NEW YORK CO INC, POS AM, 1998-01-30

BANK OF NEW YORK CO INC
POS AM, 1998-01-30
STATE COMMERCIAL BANKS

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<PAGE> 1

REGISTRATION NO. 333-03811
================================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

POST EFFECTIVE AMENDMENT NO. 1

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

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

THE BANK OF NEW YORK COMPANY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
NEW YORK 13-2614959
(STATE OF OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>

48 WALL STREET
NEW YORK, NEW YORK 10286
(212) 495-1784
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)

PHEBE C. MILLER, SECRETARY
ONE WALL STREET
NEW YORK, NEW YORK 10286
(212) 635-1643
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

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

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

================================================================================
<PAGE> 2

THE BANK OF NEW YORK COMPANY, INC.
COMMON STOCK
($7.50 PAR VALUE)

Dividend Reinvestment and
Direct Purchase and Sale Plan

[BNY LOGO]

PROSPECTUS
, 1998
<PAGE> 3

PROSPECTUS

[COMPANY LOGO]
THE BANK OF NEW YORK COMPANY, INC.
DIVIDEND REINVESTMENT
AND
DIRECT STOCK PURCHASE AND SALE PLAN
COMMON STOCK
($7.50 PAR VALUE)
------------------------

This Prospectus describes The Bank of New York Company, Inc.'s (the
"Company") Dividend Reinvestment and Direct Stock Purchase and Sale Plan (the
"Plan").

If you own shares of the Company's common stock ($7.50 Par Value) (the
"Common Stock") in your own name, you are eligible to participate in the Plan.

If you are not a shareholder, you may enroll in the Plan and purchase your
first shares of Common Stock directly from the Plan by making an initial
investment of at least $1000 (Maximum investment is $150,000 per calendar year).
A one-time enrollment fee of $7.50 will be deducted from your initial
investment. The $7.50 enrollment fee does not apply to existing registered
shareholders joining the Plan.

The Plan is intended to promote long-term ownership in The Bank of New York
Company, Inc. by offering investors a simple and cost effective way to:

-- Purchase shares of Common Stock directly from the Company;

-- Increase holdings of Common Stock by reinvesting cash dividends;

-- Purchase additional shares of Common Stock by making optional cash
investments.

All participants in the Company's current Dividend Reinvestment and Stock
Purchase Plan have automatically been enrolled in the new Plan and need not take
any action unless they wish to change their participation election.

The Company pays all fees and any brokerage commissions for reinvesting
dividends and purchasing additional shares of Common Stock through optional cash
payments. There are modest fees and brokerage commissions charged for using
other Plan services including the sale and withdrawal of shares from the Plan.
------------------------

THE COMMON STOCK OF THE BANK OF NEW YORK COMPANY, INC. OFFERED HEREBY IS
NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER OBLIGATION OF A BANK AND IS
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.
------------------------

The date of this Prospectus is , 1998
<PAGE> 4

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Company........................... 3
Terms of the Plan..................... 3
Purpose............................. 3
Advantages.......................... 3
Eligibility......................... 4
Administration...................... 4
How to Enroll....................... 5
Reinvestment Options................ 5
Cash Investments.................... 6
Dividend Reinvestment and Optional
Cash Investment Dates............ 6
Price of Shares Purchased........... 7
Sale of Shares...................... 7
Certificates........................ 7
Share Transfer Within the Plan...... 8

<CAPTION>
PAGE
----
<S> <C>
Withdrawal from the Plan............ 8
Account Statements.................. 8
Stock Splits, Stock Dividends and
other Distributions.............. 8
Voting.............................. 8
Taxes............................... 9
Fees and Plan Services.............. 9
Other Information................... 9
Available Information................. 10
Incorporation of Certain Documents by
Reference........................... 10
Use of Proceeds....................... 11
Legal Matters......................... 11
Experts............................... 11
</TABLE>

2
<PAGE> 5

THE COMPANY

The Bank of New York Company, Inc., a New York corporation is a bank
holding company subject to the Bank Holding Company Act of 1956, as amended. Its
principal wholly-owned banking subsidiaries are The Bank of New York and The
Bank of New York (Delaware). The Company provides a complete range of banking
and other financial services to corporations and individuals worldwide through
its core businesses: Corporate Banking, Retail Banking, Securities and other
Processing, Trust, Investment Management and Private Banking and Financial
Market Services.

The Bank of New York, which was founded in 1784, was New York's first bank
and is the oldest bank in the country still operating under its original name.
The Bank of New York is a state-chartered New York banking corporation and a
member of the Federal Reserve System. The bank conducts a national and
international wholesale banking business and a retail banking business in the
New York City, New Jersey and Connecticut areas, and provides a comprehensive
range of corporate and personal trust, securities processing and investment
services.

The Bank of New York (Delaware) is a Delaware chartered, FDIC insured bank
which is not a member of the Federal Reserve System. It provides selected
banking services to corporations, primarily in the mid-Atlantic states.

The Company has its principal offices at 48 Wall Street, New York, New York
10286 (telephone: 212-495-1784).

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.

TERMS OF THE PLAN

The Plan consists of the following statements:

The term "you" means anyone participating in the Plan.

PURPOSE OF THE PLAN

The Plan provides you with a convenient and economical method of purchasing
shares and increasing your ownership of the Company's Common Stock by
reinvesting dividends and by making optional cash purchases. The Plan also
provides an economical method for you to sell shares. The Company has appointed
The Bank of New York (the "Bank") as Agent for the Plan. Call the Bank with any
questions about the Plan at 1-800-432-0140.

FEATURES OF THE PLAN
ADVANTAGES

- Open to Non-Shareholders. Persons who are not registered shareholders
may enroll in the Plan and purchase their first shares of Company Common Stock
by making an initial investment of at least $1000 (maximum investment of
$150,000 per calendar year). A one-time enrollment fee of $7.50 will be deducted
from your initial investment.

- Optional Cash Investments. Once enrolled, you may make additional
optional cash purchases either by check or on a monthly basis by using
electronic funds transfer from your checking or savings account. The minimum
investment amount for an optional cash purchase is $50 whether you are making
the payment by check or by monthly electronic funds transfer. The maximum
investment is $150,000 in any calendar year. The Company pays all service fees
and brokerage commissions on purchases.

- Reinvestment of Dividends. You may elect to reinvest dividends on all
shares owned (full reinvestment), reinvest dividends on some or all shares held
by you in certificate form (partial reinvestment), or

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<PAGE> 6

receive all dividends in cash (no reinvestment). There are no service fees or
brokerage commissions charged to you for reinvesting dividends.

- Safekeeping and Transfers. You may deposit your Common Stock
certificates into the Plan at no cost. You may transfer shares to another Plan
participant at any time, at no cost.

- Certificates. You may request the issuance of a certificate at any time,
at no cost.

- Selling Shares. You may sell shares held in the Plan by providing
written instructions to the Bank or by using the automated telephone sales
feature. There is a fee of $10.00 for each sale transaction and a brokerage
commission of $0.05 per share sold.

- Statements. Account statements detailing Plan activity will be mailed to
you quarterly. Following each Plan transaction you will receive a transaction
advice, which is a written record of the transaction.

PLEASE NOTE

- The Company has no control over the price paid or time at which shares
are purchased or sold. If you send an initial or optional cash payment, the
price of the Common Stock may go up or down before the purchase is made.

- No interest is paid on optional cash investments.

ELIGIBILITY

Any person, whether or not a registered holder of Common Stock, may enroll
and participate in the Plan. The Plan is primarily designed for individual
investors. The Company and the Bank have the right to modify, suspend, deny or
terminate participation by any person. See "Other Information".

ADMINISTRATION

The Company has appointed The Bank of New York, the Company's transfer
agent, to administer the Plan. The Bank will hold the shares purchased for you,
registered in the Bank's name or the name of one of its nominees, maintain
records, send statements to you and perform other duties relating to the Plan.

To contact the Bank, you can:
- call its toll free number: 1-800-432-0140
- send an e-mail to: [email protected]
- or, write to:

The Bank of New York
Church Street Station
P. O. Box 11258
New York, New York 10286-1258

Information about the Plan and enrollment forms can also be found on the
Bank's website at: http://stock.bankofny.com

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<PAGE> 7

FOR SALES, TRANSFERS, WITHDRAWALS OR OPTIONAL CASH INVESTMENTS, MAIL AN
INSTRUCTION FORM (THE TEAR-OFF PORTION OF A TRANSACTION ADVICE OR STATEMENT) TO:

The Bank of New York
Dividend Reinvestment Department
P.O. Box 1958
Newark, New Jersey 07101-9774

DOCUMENTS CAN BE PRESENTED IN PERSON AT:
The Bank of New York
101 Barclay Street
Receive & Deliver Window -- First Floor
New York, New York 10286

The Bank is also responsible for purchasing and selling shares for Plan
participants. Shares may be purchased, by the Bank, directly from the Company or
on the open market. BNY Brokerage, Inc. ("BNYB"), a full-service brokerage firm
and wholly owned subsidiary of the Company may make any open market purchases.
BNYB will receive brokerage commissions on such purchases. The Company has no
control over the times or prices at which the Bank buys or sells shares on the
open market or the selection of the broker who executes such transactions.

HOW TO ENROLL

Existing participants in the Company's current Dividend Reinvestment and
Stock Purchase Plan have automatically been enrolled in the new Plan.

If you are a registered owner of the Company's Common Stock you may enroll
in the Plan by completing a Plan Authorization Form. There is no enrollment fee
for registered owners.

If you do not own any Company stock you may enroll in the Plan by
completing a Plan Authorization Form, making an initial cash investment to
purchase shares of Company Common Stock and paying a one-time account set-up fee
of $7.50. The minimum initial cash investment is $1,000.

YOU CAN REQUEST A PLAN AUTHORIZATION FORM FROM THE BANK OF NEW YORK AT THE
ADDRESS OR TELEPHONE NUMBER SHOWN UNDER "ADMINISTRATION."

Enrollment and participation in the Plan is entirely voluntary. You may
enroll at any time. Shareholders and investors outside the United States may be
subject to governmental regulations that may prohibit participation, so each
investor should first determine if participation would violate local laws.

REINVESTMENT OPTIONS

When you enroll you must elect how your dividends are to be reinvested.
Make this election on your Authorization Form.

Option 1

Full Reinvestment -- If you choose this option 100% of all cash dividends
on shares held by you in the Plan as well as all shares held directly by you (as
certificates) will be reinvested in additional shares of Common Stock. This
includes any future shares acquired by you either directly or through the Plan.

Option 2

Partial Reinvestment -- You may only choose this option if you hold any
shares in certificate form. If you choose this option you can direct that
dividends on a specified number of shares held by you in certificate form be
paid to you in cash. Dividends on the remaining shares held by you in
certificate form as well as all shares held in the Plan will be reinvested. If
you buy more shares in certificate form it will not change your election. If you
sell shares in certificate form it will not change your election unless the
number of shares you hold in

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<PAGE> 8

certificate form falls below the number you specified. In that case, cash
dividends will be paid to you on the number of shares you hold in certificate
form. You may change your instructions for Option 2, at any time, by completing
a new Authorization Form.

Option 3

Cash Dividends -- No Reinvestment -- If you choose this option you may
enroll in the Plan only to make additional cash investments and/or deposit
certificates into the Plan for safekeeping. By choosing this election you will
receive all dividends in cash and no dividends will be reinvested. You can elect
to have these dividends electronically deposited by contacting the Bank.

You may change your investment election at any time by sending a new
Authorization Form to the Bank. If the new Authorization Form is received by the
Bank at least 10 days before the next dividend payment date, changes will be
effective on the next dividend payment date.

CASH INVESTMENTS

Optional cash investments are voluntary. The minimum initial cash
investment for non-shareholders is $1,000. A one-time account set-up fee of
$7.50 will be deducted from your first investment. The minimum cash investment
for existing registered shareholders or for existing Plan participants is $50.
Once enrolled in the Plan, you do not pay any fees or brokerage commissions for
making optional cash investments.

To make an optional cash investment:

- Make checks for optional cash investments payable to "The Bank of
New York -- Agent."

- Mail checks and a properly completed Plan Authorization Form or a
tear off stub from a Plan statement or transaction advice to the Bank using
the address indicated on page 5.

Checks must be drawn on a United States bank and payable in United States
dollars. Third party checks, checks not drawn on a United States bank or payable
in United States dollars will be returned. If you choose to make optional cash
investments, you do not have to send the same amount of money each time.

You may authorize automatic monthly cash payments by electronic funds
transfers (EFT) from your bank account, either when you enroll or at a later
date. To do so, call the Bank for an EFT authorization form. EFT payments are
deducted monthly from your bank account through any financial institution that
participates in the Automatic Clearing House. Deductions are made on the 25th
day of each month, or if such date is not a business day on the preceding
business day.

The maximum total optional cash investment is $150,000 per calendar year.
This amount is in addition to any dividends that are reinvested for your
account.

DIVIDEND REINVESTMENT AND OPTIONAL CASH INVESTMENT DATES.

If the Authorization Form is received by the Bank on or before the record
date for the dividend payment, dividends will be reinvested on the next dividend
payment date. If the Authorization Form is received after the record date for
the dividend payment, the current dividend will be paid to the shareholder. The
dividend after the next record date will be reinvested. Cash dividends are
usually reinvested on the dividend payment date or, if the dividend payment date
is not a business day, the next business day following the dividend payment
date.

Generally, shares are purchased with optional cash investments at least
once per week, usually on the first day of each week. Any payments received and
not invested, will be invested on the next investment date. If it is not
possible, for any reason, to purchase shares, any moneys held by the Bank for
more than 30 days will be returned to participants. If any initial or optional
cash investment has not already been invested, you may request that the money be
returned to you. To do so you must send a written request for a refund to the
Bank. The written request must reach the Bank at least 48 hours before the
investment date. If it reaches the Bank less than 48 hours before the investment
date your funds will be invested. No refund of funds sent by check will be made
until your check has cleared.

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<PAGE> 9

NO INTEREST WILL BE PAID ON OPTIONAL CASH INVESTMENTS HELD BY THE BANK
PENDING INVESTMENT.

SOURCE AND PRICE OF SHARES PURCHASED

Shares purchased under the Plan may be purchased, by the Bank, on the open
market or directly from the Company from authorized but unissued shares or
treasury shares. When shares are purchased from the Company, the price per share
will be 100% of the average of the highest and lowest price for the Common Stock
reported on the New York Stock Exchange listing of composite transactions on the
pricing date. The pricing date for reinvesting of dividends is usually the
dividend payment date or if such date falls on a day when the New York Stock
Exchange is closed or there is no trading of the Common Stock reported, the
pricing date is usually the preceding day the New York Stock Exchange was open
and trading occurred.

Purchases on the open market are usually made within 5 days of the dividend
payment date and the price per share is usually the weighted average of all
shares purchased for the applicable purchase date. Purchases may be made over a
longer period of time to avoid having an impact on market prices. In all cases,
if an investment is not completed within 30 days, all funds to be invested will
be returned to participants. Open market purchases may be made through BNYB.

Since your dividend and any optional cash payment will rarely purchase an
exact number of whole shares, whether shares are purchased from the Company or
the open market, the Bank will credit your account for the full and fractional
shares (to four decimal places) purchased. Fractional shares will earn
proportional dividends.

SALE OF SHARES

You may instruct the Bank to sell any or all shares held in your account at
any time. Simply complete and sign the tear-off portion of your account
statement and mail it to the Bank. If the account is owned by more than one
participant, all account holders must sign the instruction form. You can also
call the Bank's toll-free number to obtain a "PIN" number which will allow you
to make sales by phone.

The Bank aggregates all requests to sell shares then sells the total number
of shares on the open market. Sales may be made through BNYB. The shares may be
sold on any exchange on which the shares are listed. Shares are sold at least
weekly, and depending on volume, as frequently as daily. The selling price will
not be known until the sale is completed. The net proceeds of the sale are sent
to you by check following the sale. There is a $10.00 service fee for selling
Plan shares plus a brokerage commission of $0.05 per share.

THE COMMON STOCK PRICE MAY FALL BETWEEN THE TIME YOU REQUEST A SALE AND THE
SALE IS MADE.

INSTRUCTIONS SENT TO THE BANK TO SELL SHARES MAY NOT BE CANCELLED.

CERTIFICATES

Shares purchased with either reinvested dividends or optional cash
investments will automatically be held by the Bank or its nominee on behalf of
the participant. In addition, you may deposit your stock certificates with the
Bank for safekeeping.

When your stock certificates are deposited with the Bank for safekeeping,
you no longer bear the risk of loss, theft or destruction of the certificates.
If you choose safekeeping you still have the option of receiving your dividends
in cash or reinvesting them. You can also sell any shares held in safekeeping
through the Plan. There is no charge for depositing certificates with the Bank
for safekeeping.

You may request certificates for any or all whole shares held in the Plan.
No certificates for fractional shares will be issued. To request certificates,
fill-out and sign the request form on the bottom portion of the account
statement or call the Bank for instructions. There is no charge for issuing a
certificate.

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SHARE TRANSFER WITHIN THE PLAN

You may transfer or give shares in your Plan account, as gifts, at any
time. Transfers can be made in book-entry or certificate form. Call or write to
the Bank to make your request.

To transfer shares from an existing Plan account to a new participant Plan
account follow the steps listed below. There is no fee for transferring shares
to another participant.

- Call the Bank's toll free telephone number 1-800-432-0140 and request a
current Plan prospectus and enrollment form. Complete the form providing the
full registration name, address and social security number of the new
participant.

- Mail the completed enrollment form and a written request indicating the
number of shares (full and fractional) which should be transferred to the new
participant. All participants in the current account must sign the instructions
and their signatures must be guaranteed by a bank, broker or financial
institution that is a member of the Signature Guarantee Medallion program.

- Unless otherwise directed on the enrollment form, the new account will
automatically be enrolled in the Plan with all dividends reinvested.

WITHDRAWAL FROM THE PLAN

You may withdraw from the Plan at any time. To withdraw from the Plan,
complete the tear-off stub at the bottom of your Plan statement or transaction
advice and mail it to the Bank. When you withdraw from the Plan, or if the Plan
is terminated by the Company, a certificate for all whole shares held in your
Plan account will be issued and any fractional shares held in your Plan account
will be sold. You will receive a check for the net proceeds (less service fees
and brokerage commission) from the sale of any fractional shares.

ACCOUNT STATEMENTS

A transaction advice will be sent to you as soon as practicable, after each
investment. The advice will show the purchase price, service fees (if any), and
shares credited to your account.

As soon as practicable, after each dividend payment date, a quarterly
statement showing all year-to-date transactions will be mailed to you. RETAIN
THESE STATEMENTS FOR TAX PURPOSES. THERE IS A $10.00 CHARGE FOR PROVIDING A COPY
OF AN ACCOUNT STATEMENT THAT IS MORE THAN 12 MONTHS OLD.

Statements and transaction advices have tear-off instruction forms which
should be filled-out when providing the Bank with certificate issuance, sale,
purchase, termination or certificate deposit instructions.

STOCK SPLITS, STOCK DIVIDENDS AND OTHER DISTRIBUTIONS

Any stock dividends or stock split shares distributed by the Company will
be credited directly to your Plan account. Stock split or stock dividend shares
distributed on shares held by you in certificate form will also be credited to
your Plan account. If you are entitled to participate in a rights offering, the
right to subscribe will be based on the total number of shares owned, both
inside and outside the Plan. Any rights certificates to be distributed as a
result of any rights agreement will be distributed based on whole shares only.
Transaction processing may be temporarily suspended during such distributions.

PROXIES AND VOTING

You will receive a Notice of the Annual Meeting, a Proxy Statement, a Proxy
Voting Card and the Company's Annual Report to Stockholders. The Proxy Voting
Card will list the whole shares held in your Plan account as well as shares held
by you in certificate form. Both book-entry and certificate shares are voted by
completing the Proxy Voting Card. Only whole shares can be voted.

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FEDERAL INCOME TAX INFORMATION

The following is only a summary of the tax consequences of participation in
the Plan, as of the date of this Prospectus. Tax laws and regulations may change
and this summary may not reflect every possible situation that could result from
participating in the Plan. ACCORDINGLY, YOU SHOULD CONSULT WITH YOUR OWN TAX
ADVISOR WITH RESPECT TO THE FEDERAL, STATE, LOCAL, FOREIGN AND WITHHOLDING TAX
CONSEQUENCES APPLICABLE TO YOUR PARTICULAR SITUATION.

In general, cash dividends paid to you, by the Company, are considered
taxable income even though they are reinvested. Your cost basis for federal
income tax purposes on any shares purchased through the Plan is the price at
which the shares are purchased, as reflected on your statement or transaction
advice. Brokerage commissions paid by the Company are also considered taxable
income and are included in the cost basis of shares purchased. The Form 1099
sent to you and the Internal Revenue Service at the end of the year shows
brokerage commissions paid by the Company.

You will generally realize taxable income or loss for federal income tax
purposes when shares are sold. Your tax basis for shares that are sold is the
price paid for the shares. The price paid is reflected on your statement or
transaction advice.

Your holding period for shares purchased through the Plan begins on the day
following the date of purchase.

Plan participants who are subject to backup withholding will have their
dividends reinvested less the tax withheld.

Foreign shareholders who are subject to US federal tax withholding will
have their dividends reinvested less the tax withheld. Foreign shareholders are
responsible for filing any documentation required to obtain a reduction in or
refund of US withholding tax.

SUMMARY OF PLAN SERVICES AND FEES

In most cases the Company will pay the fees and expenses to operate the
Plan. However, there are some service fees and brokerage commissions which will
be charged directly to participants:

<TABLE>
<CAPTION>
ITEM CHARGE
------------------------------------------------------------------- ---------------
<S> <C>
Initial Enrollment $7.50
A one-time set-up fee for non-registered shareholders.

Optional Cash Investments -- Service Fee Paid by Company
plus brokerage commission per share Paid by Company

Reinvestment of Dividends -- Service fee -- Paid by Company
plus brokerage commission per share Paid by Company

Sale of Shares $10.00
plus brokerage commission per share $0.05

Deposit of Certificates for safekeeping No Charge

Book to Book Transfers No Charge
To transfer shares to another participant or to a new participant
</TABLE>

OTHER INFORMATION

By participating in the Plan you appoint the Bank as your agent for Plan
transactions.

THE SECURITIES HELD IN PLAN ACCOUNTS FOR PLAN PARTICIPANTS ARE NOT SUBJECT
TO PROTECTION UNDER THE SECURITIES INVESTOR PROTECTION ACT OF 1970. SHARE PRICES
FLUCTUATE. NEITHER THE COMPANY NOR THE BANK CAN ASSURE YOU OF A PROFIT OR
PROTECT YOU AGAINST A LOSS ON THE SHARES PURCHASED UNDER THE PLAN.

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The terms and conditions of the Plan are governed by the laws of the State
of New York.

Neither the Company nor the Bank can provide any advice or make any
recommendations with respect to any security. Any decision to purchase or sell
must be made by each individual Plan participant based on his or her own
research and judgment.

Neither the Company nor the Bank will be liable 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 (i) failure to terminate a Plan account, sell
shares in the Plan or invest optional cash payments or dividends without receipt
of proper documentation and instructions; (ii) with respect to the prices at
which shares are purchased or sold for Plan accounts and the time such purchases
or sales are made, including price fluctuation in market value after purchases
or sales.

The Company and the Bank reserve the right to modify the Plan including the
right to terminate the Plan upon notice to Plan participants. In addition, the
Bank reserves the right to terminate the participation of any participant,
interpret, modify fees and regulate the Plan as it deems necessary or desirable
in connection with its operation. If the Plan is terminated by the Company or
Bank or if the Company undergoes a reorganization or merger, participants may be
issued a certificate for any whole shares and a check for any fractions of Plan
shares, or the Company and Bank may automatically roll over Plan shares to a
subsequent survivor or derivative Plan.

<TABLE>
<CAPTION>
MINIMUM AND MAXIMUM OPTIONAL CASH INVESTMENTS
<S> <C>
Initial minimum investment by non-shareholders.................... $ 1,000
Minimum from existing shareholders................................ $ 50
Maximum per calendar year......................................... $150,000
</TABLE>

AVAILABLE INFORMATION

The Company files proxy statements, annual, quarterly and special reports,
and other information with the Securities and Exchange Commission ("SEC"). Such
reports, proxy statements and other information may be inspected and copied at
the public reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and the SEC'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. You can call the SEC
for further information about their public reference rooms at 1-800-732-0330.
You can write to the SEC for copies of such material at: Public Reference
Section, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549. There is a charge for such copies. Such material is also available
at the SEC's website at "http://www.sec.gov". 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

The SEC allows the Company to incorporate documents by reference in this
Prospectus. This means that by listing or referring to a document, which the
Company has filed with the SEC, in this Prospectus, that document is considered
to be a part of this Prospectus. When the Company updates the information
contained in such documents, by making future filings with the SEC, the
information incorporated by reference in this Prospectus is considered to be
automatically updated.

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<PAGE> 13

The documents listed below and all documents filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
after the date of this Prospectus and before the termination of the Plan are
hereby incorporated by reference into this Prospectus (SEC File number 1-6152):

1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;

2. The Company's Quarterly reports on Form 10-Q, for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997;

3. The Company's Current Reports on Form 8-K, dated January 16, 1997,
April 14, 1997, June 5, 1997, July 14, 1997, October 21, 1997, December 18,
1997 and January 20, 1998;

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, including any amendment or report filed for the purpose of
updating such description.

Upon request, the Company will provide, without charge, a copy of any or all of
the documents incorporated by reference into this Prospectus (other than
exhibits to such documents, unless the 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.

You should only rely on the information incorporated by reference or
contained in this Prospectus or any Prospectus Supplement. The Company has not
authorized anyone to provide you with different information. The Company is not
making an offer of its Common Stock in any state or country where the offer is
not permitted. You should not assume that the information in this Prospectus or
any Prospectus Supplement is accurate as of a later date than the date of this
Prospectus or any Prospectus Supplement.

USE OF PROCEEDS

The Company does not know the number of shares or the price per share of
its Common Stock that will be sold under the Plan. The proceeds it receives from
such sales will be available for general corporate purposes, including
investment in, or extensions of credit to, subsidiaries of the Company.

LEGAL MATTERS

Paul A. Immerman, Senior Counsel of the Bank of has given his opinion
regarding the validity of the Common Stock covered by this Prospectus. Mr.
Immerman owns Common Stock and is eligible to participate in the Plan.

EXPERTS

The consolidated financial statements of the Company appearing in its
Annual Report on form 10-K, dated December 31, 1996, and for the year then
ended, have been audited by Ernst & Young LLP, independent auditors, and at
December 31, 1995, and for each of the two years in the period ended December
31, 1995, by Deloitte & Touche LLP, independent auditors, as set forth in their
respective reports thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.

11
<PAGE> 14

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*

<TABLE>
<S> <C>
Accountants' fees.................................................................. $ 6,000
Printing costs..................................................................... 21,000
Legal fees......................................................................... 4,000
Blue Sky fees and expenses......................................................... 5,000
Miscellaneous...................................................................... 4,000
-------
Total.................................................................... $40,000
</TABLE>

- ---------------
* All amounts are estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The By-Laws (Section 7.1) of the Company 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.

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

II-1
<PAGE> 15

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> 16

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

ITEM 16. EXHIBITS

<TABLE>
<S> <C>
*3(i) Restated Certificate Incorporation dated July 20, 1994 incorporated by reference to
Exhibit 4 to the registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994, as amended by an amendment dated July 11, 1996 incorporated by
reference to the registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996.
*3(ii) 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(i) Rights Agreement ("Rights Agreement"), including form of Preferred Stock Purchase
Right, dated as of December 10, 1985 between the Company and The Bank of New York,
as Rights Agent, incorporated by reference to the registrant's Registration
Statement of Form 8-A dated December 18, 1985.
*4(ii) First Amendment dated as of June 13, 1989 to Rights Agreement incorporated by
reference to the amendment on Form 8 dated June 14, 1989 to the registrant's
Registration Statement of Form 8-A dated December 18, 1985.
*4(iii) Second Amendment dated as of April 30, 1993 to Rights Agreement incorporated by
reference to the amendment on Form 8-A/A filed May 3, 1993 to the registrant's
Registration Statement of Form 8-A dated December 18, 1985.
*4(iv) Third Amendment dated as of March 8, 1994 to Rights Agreement incorporated by
reference to the amendment on Form 8-A/A filed March 23, 1994 to the registrant's
Registration Statement of Form 8-A dated December 18, 1985.
*5 Opinion re: Legality
23 Consents of experts and counsel
(i) Consent of counsel
(ii) Consent of Ernst & Young LLP
(iii) Consent of Deloitte & Touche LLP
24 Powers of Attorney
</TABLE>

- ---------------
* Previously filed. Not duplicated in this filing.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or 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 or events 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;

(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

II-3
<PAGE> 17

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 at 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 anew
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.

II-4
<PAGE> 18

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 Post-Effective
Amendment No. 1 to the 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 January 30, 1998.

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
Post-Effective Amendment No. 1 to the registration statement has been signed
below by the following persons in the capacities indicated on January 30, 1998.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>

/s/ [THOMAS A. RENYI] President and Chief Executive Officer
- --------------------------------------------- (Principal Executive Officer) and Director
(Thomas A. Renyi)

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

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

* Chairman of the Board and Director
- ---------------------------------------------
(J. Carter Bacot)

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

* Director
- ---------------------------------------------
(Frank J. Biondi, Jr.)
* Director
- ---------------------------------------------
(William R. Chaney)

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

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

* Director
- ---------------------------------------------
(Edward L. Hennessy, Jr.)
</TABLE>

II-5
<PAGE> 19

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------

<C> <S>

* Director
- ---------------------------------------------
(Richard J. Kogan)

* Director
- ---------------------------------------------
(John A. Luke, Jr.)

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

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

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

* Director
- ---------------------------------------------
(Catherine A. Rein)

* Director
- ---------------------------------------------
(Harold E. Sells)
</TABLE>

* Deno D. Papageorge by signing his
name hereto on January 30, 1998,
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.

/s/ [Deno D. Papageorge]
- ------------------------------------
Deno D. Papageorge, Attorney-in-Fact

II-6
<PAGE> 20

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- --------- -----------------------------------------------------------------------------------
<S> <C>
*3(i) Restated Certificate Incorporation dated July 20, 1994 incorporated by reference to
Exhibit 4 to the registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994, as amended by an amendment dated July 11, 1996 incorporated by
reference to the registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996.
*3(ii) 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 (i) Rights Agreement ("Rights Agreement"), including form of Preferred Stock Purchase
Right, dated as of December 10, 1985 between the Company and The Bank of New York,
as Rights Agent, incorporated by reference to the registrant's Registration
Statement of Form 8-A dated December 18, 1985.
*4(ii) First Amendment dated as of June 13, 1989 to Rights Agreement incorporated by
reference to the amendment on Form 8 dated June 14, 1989 to the registrant's
Registration Statement of Form 8-A dated December 18, 1985.
*4(iii) Second Amendment dated as of April 30, 1993 to Rights Agreement incorporated by
reference to the amendment on Form 8-A/A filed May 3, 1993 to the registrant's
Registration Statement of Form 8-A dated December 18, 1985.
*4(iv) Third Amendment dated as of March 8, 1994 to Rights Agreement incorporated by
reference to the amendment on Form 8-A/A filed March 23, 1994 to the registrant's
Registration Statement of Form 8-A dated December 18, 1985.
*5 Opinion re: Legality
23 Consents of experts and counsel
(i) Consent of counsel
(ii) Consent of Ernst & Young LLP
(iii) Consent of Deloitte & Touche LLP
24 Powers of Attorney
</TABLE>

- ---------------
* Previously filed. Not duplicated in this filing.

II-7

<PAGE> 1
EXHIBIT 23(i)

I hereby consent to the reference to me and to my opinion under the
heading "Legal Matters" in Post Effective Amendment No. 1 to the Registration
Statement on Form S-3 No. 333-03811 and the Prospectus which is part of the
Registration Statement. 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
Securities Act of 1933, as amended.

/s/ Paul A. Immerman

Paul A. Immerman

<PAGE> 1
EXHIBIT 23(ii)
CONSENT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No.
333-03811) and related Prospectus of The Bank of New York Company, Inc. and to
the incorporation by reference therein of our report dated January 27, 1997 with
respect to the consolidated financial statement and schedules of The Bank of New
York Company, Inc. included in its Annual Report on Form 10-K for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

ERNST & YOUNG LLP

New York, New York
January 30, 1998

<PAGE> 1
EXHIBIT 23(iii)

We consent to the incorporation by reference in this Post Effective
Amendment No. 1 to Registration Statement No. 333-03811 of The Bank of New York
Company, Inc. of our report dated February 26, 1996, 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 the Registration Statement.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
New York, New York
January 30, 1998

<PAGE> 1

EXHIBIT 24

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 J. Carter Bacot, 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 Direct Purchase and Sale Plan of the Company.