Bank of New York Co Inc – ‘10-K’ for 12/31/95

As of:  Wednesday, 3/27/96   ·   For:  12/31/95   ·   Accession #:  9626-96-11   ·   File #:  1-06152

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        1995 Form 10-K                                        31    166K 
 2: EX-10       Exhibit 10E                                            2      9K 
 3: EX-10       Exhibit 10I                                            2      9K 
 4: EX-11       Eps                                                    1      7K 
 5: EX-12       Fixed Charges                                          2±     8K 
 6: EX-13       1995 Annual Report                                    56    208K 
 7: EX-21       Subsidiaries                                           1      5K 
 8: EX-23       Dt Consent                                             1      8K 
 9: EX-27       Financial Data Schedule                                2±    11K 

10-K   —   1995 Form 10-K
Document Table of Contents

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    SECURITIES AND EXCHANGE COMMISSION
      Washington, D.C. 20549

     FORM 10-K
(Mark One)                                                                      
[X]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE          
  SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

 For The Fiscal Year Ended December 31, 1995

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE        
 SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

Commission file number 1-6152                                                   
  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)                  (Zip code)            

Registrant's telephone number, including area code (212) 495-1784               

Securities registered pursuant to Section 12(b) of the Act:                     
                                                     Name of each exchange
       Title of each class                             on which registered
       -------------------                         -----------------------
Common Stock, $7.50 par value                         NEW YORK STOCK EXCHANGE   
8.60% Cumulative Preferred Stock                      NEW YORK STOCK EXCHANGE   
Preferred Stock Purchase Rights                       NEW YORK STOCK EXCHANGE   
Convertible Subordinated Debentures due 2001          NEW YORK STOCK EXCHANGE   

Securities registered pursuant to Section 12(g) of the Act:                     

Title of each class                                         
-------------------                                         
Warrants to Purchase Common Stock                                               
Class A, 7.75% Cumulative Convertible Preferred Stock                           

Indicate by check mark whether the registrant (1) has filed all reports         
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for such shorter period that the        
registrant was required to file such reports), and (2) has been subject to      
such filing requirements for the past 90 days                                   
Yes    X   No                                                                   
-----      -----                                                        

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K is not contained herein, and will not be contained to the     
best of registrant's knowledge, in definitive proxy or information statements   
incorporated by reference in Part III of this Form 10-K or any amendment to     
this Form 10-K.      [ ]                                                        

The aggregate market value of voting stock held by nonaffiliates of the         
registrant at February 29, 1996 consisted of:                                   

Common Stock ($7.50 par value)                          $10,225,609,182         
                                                 (based on closing price
                                                 on New York Stock Exchange)

The number of shares outstanding of the registrant's common Stock $7.50 par     
value was 197,120,177 shares on February 29, 1996.                              

           DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 1995 Annual Report to Shareholders are incorporated by          
reference into Parts I, II, and IV.  Portions of the definitive Proxy           
Statement pursuant to Regulation 14A for the 1996 Annual Meeting of             
Shareholders are incorporated by reference into Part III.                       

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PART I                                                                          
------                                                                          
ITEM 1.  BUSINESS                                                               
-----------------                                                               

CAUTIONARY STATEMENT                                                            

 To the extent that any forward looking statements are made, the Company
is necessarily unable to predict future changes in interest rates, economic     
activity and loan demand.  As a result of variations in such factors, actual    
results may differ materially from any forward looking statements.              

INTRODUCTION                                                                    

The business of The Bank of New York Company, Inc. (the "Company") and
its subsidiaries is described in the "Business Review" section of the           
Company's 1995 Annual Report to Shareholders which description is included in   
Exhibit 13 to this report and incorporated herein by reference.  Also, the      
"Management's Discussion and Analysis" section included in Exhibit 13 contains  
financial and statistical information on the operations of the Company.  Such   
information is herein incorporated by reference.                                

COMPETITION                                                                     

The businesses in which the Company operates are very competitive.    
Competition is provided by both unregulated and regulated financial services    
organizations, whose products and services span the local, national, and        
global markets in which the Company conducts operations.                        

  Savings banks, savings and loan associations, and credit unions actively
compete for deposits, and money market funds and brokerage houses offer         
deposit-like services.  These institutions, as well as consumer and commercial  
finance companies, national retail chains, factors, insurance companies and     
pension trusts, are important competitors for various types of loans.  Issuers  
of commercial paper compete actively for funds and reduce demand for bank       
loans.  For personal and corporate trust services and investment counseling     
services, insurance companies, investment counseling firms, and other business  
firms and individuals offer active competition.  A wide variety of domestic     
and foreign companies compete for processing services.                          

CERTAIN REGULATORY CONSIDERATIONS                                               

General                                                                         

 As a bank holding company, the Company is subject to the regulation and
supervision of the Federal Reserve Board under the Bank Holding Company Act     
("BHC Act").  The Company is also subject to regulation by the New York State   
Department of Banking.  Under the BHC Act, bank holding companies may not       
directly or indirectly acquire the ownership or control of more than 5% of the  
voting shares or substantially all of the assets of any company, including a    
bank, without the prior approval of the Federal Reserve Board.  In addition,    
bank holding companies are generally prohibited under the BHC Act from          
engaging in nonbanking activities, subject to certain exceptions.               

   The Company's subsidiary banks are subject to supervision and examination
by applicable federal and state banking agencies.  The Bank of New York         
("BNY"), a New York chartered banking corporation and The Bank of New York      
(NJ) ("BNYNJ"), a New Jersey chartered banking corporation are members of the   
Federal Reserve System and are subject to regulation and supervision            
principally by the Federal Reserve Board.  As banks insured by the FDIC, BNY    
and BNYNJ are also subject to examination by that agency.  The Bank of New      
York (Delaware) ("BNY Del."), chartered in Delaware, and The Putnam Trust       
Company ("PTC"), chartered in Connecticut, are FDIC-insured non-member banks    
and therefore subject to regulation and supervision principally by the FDIC.    
BNY, BNYNJ, BNY (Del.), and PTC are also subject to supervision and             
examination by their respective state regulators,                               

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the New York Banking Department, the New Jersey Banking Department, the Office  
of State Bank Commissioner of the State of Delaware, and the Connecticut        
Banking Department.                                                             

Both federal and state laws extensively regulate various aspects of the 
banking business, such as permissible types and amounts of loans and            
investments, permissible activities, and reserve requirements.  These           
regulations are intended primarily for the protection of depositors rather      
than the Company's stockholders.                                                

Capital Adequacy                                                                

Bank regulators have adopted risk-based capital guidelines for bank   
holding companies and banks.  The minimum ratio of qualifying total capital to  
risk-weighted assets (including certain off-balance sheet items) is 8%.  At     
least half of the total capital is to be comprised of common stock, retained    
earnings, noncumulative perpetual preferred stock, minority interests and for   
bank holding companies, a limited amount of qualifying cumulative perpetual     
preferred stock, less certain intangibles including goodwill ("Tier 1           
capital").  The remainder ("Tier 2 capital") may consist of other preferred     
stock, certain other instruments, and limited amounts of subordinated debt and  
allowance for loan losses.                                                      

 In addition, the Federal Reserve Board has established minimum Leverage
Ratio (Tier 1 capital to average total assets) guidelines for bank holding      
companies and banks, and the FDIC has established substantially identical       
minimum leverage requirements for state chartered FDIC-insured, nonmember       
banks.  The Federal Reserve Board's guidelines provide for a minimum Leverage   
Ratio of 3% for bank holding companies and banks that meet certain specified    
criteria, including those having the highest regulatory rating.  All other      
banking organizations will be required to maintain a Leverage Ratio of at       
least 3% plus an additional cushion of 100 to 200 basis points.  The            
guidelines also provide that banking organizations experiencing internal        
growth or making acquisitions will be expected to maintain strong capital       
positions substantially above the minimum supervisory levels, without           
significant reliance on intangible assets.  Furthermore, the guidelines         
indicate that the Federal Reserve Board will continue to consider a "Tangible   
Tier 1 Leverage Ratio" in evaluating proposals for expansion or new             
activities.  The Tangible Tier 1 Leverage Ratio is the ratio of Tier 1          
capital, less intangibles not deducted from Tier 1 capital, to average total    
assets.  The Federal Reserve Board has not advised the Company of any specific  
minimum Leverage Ratio applicable to it.  See "FDICIA" below.                   

Federal banking agencies have proposed or are considering regulations 
that would modify existing rules related to capital ratios with respect to      
various areas of risk including interest rate exposure and other market risk.   
The Company does not believe that the aggregate impact of these modifications   
would have a significant impact on its capital position.                        

FDICIA                                                                          

The Federal Deposit Insurance Corporation Improvement Act of 1991     
("FDICIA"), substantially revised the depository institution regulatory and     
funding provisions of the Federal Deposit Insurance Act ("FDIA") and made       
revisions to several other federal banking statutes.                            
Among other things, FDICIA requires the federal banking regulators to 
take prompt corrective action in respect of FDIC-insured depository             
institutions that do not meet minimum capital requirements.  FDICIA             
establishes five capital tiers: "well capitalized," "adequately capitalized,"   
"undercapitalized," "significantly undercapitalized" and "critically            
undercapitalized."  Under applicable regulations, an FDIC-insured bank is       
defined to be well capitalized if it maintains a Leverage Ratio of at least     
5%, a Tier 1 Capital Ratio of at least 6% and a Total Capital Ratio of at       
least 10% and is not otherwise in a "troubled condition" as specified by its    
appropriate federal regulatory agency.  A bank is generally considered to be    
adequately capitalized if it is not defined to be well capitalized but meets    
all of its minimum capital requirements, i.e., if it has a Total Capital Ratio  
of 8% or greater, a Tier 1 Capital Ratio of 4% or greater and a Leverage Ratio  
of 4% or greater.  A bank will be considered undercapitalized if it fails to    
meet any minimum required measure, significantly undercapitalized if it is      
significantly below any such measure and critically undercapitalized if it      
maintains a                                                                     

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level of tangible equity capital equal to or less than 2% of total              
assets.  A bank may be deemed to be in a capitalization category that is lower  
than is indicated by its actual capital position if it receives an              
unsatisfactory examination rating.                                              

FDICIA generally prohibits an FDIC-insured depository institution from
making any capital distribution (including payment of dividends) or paying any  
management fee to its holding company if the depository institution would       
thereafter be undercapitalized.  Undercapitalized depository institutions are   
subject to restrictions on borrowing from the Federal Reserve System.  In       
addition, undercapitalized depository institutions are subject to growth        
limitations and are required to submit capital restoration plans.  For an       
undercapitalized depository institution's capital restoration plan to be        
acceptable, its holding company must guarantee the capital plan up to an        
amount equal to the lesser of 5% of the depository institution's assets at the  
time it becomes undercapitalized or the amount of the capital deficiency when   
the institution fails to comply with the plan.  In the event of the parent      
holding company's bankruptcy, such guarantee would take priority over the       
parent's general unsecured creditors.  The federal banking agencies may not     
accept a capital plan without determining, among other things, that the plan    
is based on realistic assumptions and is likely to succeed in restoring the     
depository institution's capital.  If a depository institution fails to submit  
an acceptable plan, it is treated as if it is significantly undercapitalized.   

  Significantly undercapitalized depository institutions may be subject to
a number of requirements and restrictions, including orders to sell sufficient  
voting stock to become adequately capitalized, requirements to reduce total     
assets and cessation of receipt of deposits from correspondent banks.           
Critically undercapitalized depository institutions are subject to appointment  
of a receiver or conservator.                                                   

The Company's major banking subsidiaries are well capitalized.        

The table below indicates capital ratios of the Company and its major 
banking subsidiaries at December 31, 1995 and 1994 and the respective           
guidelines for well capitalized institutions under FDICIA.                      

December 31, 1995            December 31, 1994      

  BNY                          BNY
Company   BNY   Del.  BNYNJ  Company   BNY   Del.   BNYNJ     
     -------   ---   ----  -----  -------   ---   ----   -----      Well
                                                                 Capitalized
                                                                  Guidelines
                                                                 -----------

Tier 1     8.42%  7.84%  7.87% 15.27%   8.45%  8.26%  7.27% 18.04%      6%      
Total                                                                           
Capital  13.08  11.61  11.55  16.54   13.43  12.36  11.34  19.30      10      
Leverage   8.46   7.63   8.48   7.85    7.89   7.28   7.72   8.58       5       
Tangible                                                                        
Common                                                                        
Equity    8.00   7.71   7.78   7.89    7.39   7.66   7.28   8.76              

   At December 31, 1995, the amounts of capital by which the Company and its
major banking subsidiaries exceed the well capitalized guidelines are as        
follows:                                                                        

                                     BNY
                          Company        BNY     Del.      BNYNJ
(in millions)                     -------        ---     ----      -----        

Tier 1                         $1,293       $767     $167       $200    
Total Capital                   1,650        669      138        141    
Leverage                        1,841      1,125      288        120    

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 The following table presents the components of the Company's risk-based
capital at December 31, 1995 and 1994:                                          

(in millions)                                                                   
                                        1995              1994
                                        ----              ----
Common Stock                                   $5,119            $4,177         
Preferred Stock                                   113               119         
Adjustments: Intangibles                         (672)             (330)        
    Securities Valuation Allowance       (58)               58
                                      ------            ------
Tier 1 Capital                                  4,502             4,024         

Qualifying Long-term Debt                       1,827             1,774         
Qualifying Allowance for Loan Losses              670               597         
                                      ------            ------
Tier 2 Capital                                  2,497             2,371         
                                      ------            ------
Total Risk-based Capital                       $6,999            $6,395         
                                      ======            ======

    The following table presents the components of the Company's risk adjusted
assets at December 31, 1995 and 1994:                                           
                                     1995                   1994
                                     --------------------   --------------------
                        Balance                Balance
                                sheet/      Risk       sheet/     Risk
                                    notional    adjusted   notional   adjusted
(in millions)                         amount      balance    amount     balance 
                                    --------    --------   --------   --------
Assets                                                                          
------                                                                          
Cash, Due From Banks and Interest-                                              
 Bearing Deposits in Banks           $ 5,693    $    731   $  3,895    $   567
Securities                              4,870         819      4,651        671 
Trading Assets                            762          60        940        124 
Fed Funds Sold and Securities                                                   
 Purchased Under Resale Agreements       936          17      3,019          3
Loans                                  37,687      34,826     33,083     30,814 
Allowance for Loan Losses                (756)          -       (792)        -  
Other Assets                            4,528       3,441      4,083      3,273 
                                     -------     -------   --------    -------
Total Assets                          $53,720      39,894   $ 48,879     35,452 
                                     =======     -------   ========    -------
Off-Balance Sheet Exposures                                                     
---------------------------                                                     
Commitments to Extend Credit         $ 54,274       9,220   $ 37,771      7,520 
Securities Lending Indemnifications    15,068           -     15,326          - 
Standby Letters of Credit and                                                   
  Other Guarantees                     6,081       4,228      7,240      4,515
Interest Rate Contracts                27,800          96     28,632         81 
Foreign Exchange Contracts             28,005         140     51,021        236 
                                    --------     -------   --------    -------
Total Off-Balance Sheet Exposures    $131,228      13,684   $139,990     12,352 
                                    ========     -------   ========    -------
Gross Risk Adjusted Assets                         53,578                47,804 

Less: Allowance for Loan Losses                                                 
not Qualifying as Risk                                              
     Based Capital                                    86                   195
                                                 -------               -------
Risk Adjusted Assets                              $53,492               $47,609 
                                                 =======               =======

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A discussion of the Company's capital position is incorporated by     
reference from the caption "Capital Resources" in the "Management's Discussion  
and Analysis" section of Exhibit 13.                                            

Brokered Deposits                                                               

The FDIC has adopted regulations under FDICIA governing the receipt of
brokered deposits.  Under the regulations, a bank cannot accept, rollover or    
renew brokered deposits unless (i) it is well capitalized or (ii) it is         
adequately capitalized and receives a waiver from the FDIC.  A bank that        
cannot receive brokered deposits also cannot offer "pass-through" insurance on  
certain employee benefit accounts.  Whether or not it has obtained such a       
waiver, an adequately capitalized bank may not pay an interest rate on any      
deposits in excess of 75 basis points over certain prevailing market rates      
specified by regulation.  There are no such restrictions on a bank that is      
well capitalized.  Because BNY and BNY Del. are well capitalized, the Company   
believes the brokered deposits regulation will have no material effect on the   
funding or liquidity of BNY and BNY Del.  BNYNJ and PTC are well capitalized,   
but have no brokered deposits.                                                  

FDIC Insurance Assessments                                                      

BNY, BNY Del., BNYNJ, and PTC are subject to FDIC deposit insurance   
assessments.  As required by FDICIA, the FDIC adopted a risk-based premium      
schedule to determine the assessment rates for most FDIC-insured depository     
institutions.  Effective January 1, 1996, under the schedule, the premiums      
range from zero to $.27 for every $100 of deposits compared to a range of $.04  
to $.31 for every $100 of deposits from June 1, 1995 to December 31, 1995 and   
a previous range of $.23 to $.31 for every $100 of deposits.  Each financial    
institution is assigned to one of nine categories based on the institutions     
capital ratios and supervisory evaluations, and the premium paid by the         
institution is based on the category.  Under the present schedule institutions  
in the highest of the three capital categories and the highest of three         
supervisory categories pay no premium and institutions in the lowest of these   
categories pay $.27 per $100 of deposits.                                       

The FDIC is authorized to raise insurance premiums in certain         
circumstances.  Any increase in premiums would have an adverse effect on the    
Company's earnings.                                                             

  Under the FDIA, insurance of deposits may be terminated by the FDIC upon
a finding that the institution has engaged in unsafe and unsound practices, is  
in an unsafe or unsound condition to continue operations or has violated any    
applicable law, regulation, rule, order, or condition imposed by a bank's       
federal regulatory agency.                                                      

Depositor Preference                                                            

The Omnibus Budget Reconciliation Act of 1993 provides for a national 
depositor preference on amounts realized from the liquidation or other          
resolution of any depository institution insured by the FDIC.  That act         
requires claims against insured depositary institutions to be paid in the       
following order of priority: the receiver's administrative expenses; deposits;  
other general or senior liabilities of the institution; obligations             
subordinated to depositors or general creditors; and obligations to             
shareholders.  Under an FDIC interim rule, which became effective August 13,    
1993, "administrative expenses of the receiver" are defined as those incurred   
by the receiver in liquidating or resolving the affairs of a failed insured     
depository institution.                                                         

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Acquisitions                                                                    

The BHC Act generally limits acquisitions by the Company to commercial
banks and companies engaged in activities that the Federal Reserve Board has    
determined to be so closely related to banking as to be a proper incident       
thereto.  The Company's direct activities are generally limited to furnishing   
services to its subsidiaries and activities that qualify under the "closely     
related" and "proper incident" tests.  Prior Federal Reserve Board approval is  
required under the BHC Act for new activities and acquisitions of most          
nonbanking companies.                                                           

The BHC Act, the Federal Bank Merger Act, and the New York Banking Law
regulate the acquisition of commercial banks.  The BHC Act requires the prior   
approval of the Federal Reserve Board for the direct or indirect acquisition    
of more than 5% of the voting shares of a commercial bank.                      

Effective September 29, 1995, The Riegle-Neal Interstate Banking and  
Branching Efficiency Act of 1994 ("IBBEA")  permits bank holding companies,     
with Federal Reserve Board approval, to acquire banks located in states other   
than the bank holding company's home state without regard to whether the        
transaction is permitted under state law.  In addition, IBBEA provides that,    
commencing June 1, 1997, national banks and state banks with different home     
states will be permitted to merge across state lines, with the approval of the  
appropriate federal banking agency, unless the home state of a participating    
bank passes legislation between the date of enactment of IBBEA and May 31,      
1997 expressly prohibiting interstate mergers.  IBBEA further provides that     
states may enact laws permitting interstate bank merger transactions prior to   
June 1, 1997 (opt-in statutes).  A bank may also establish and operate a de     
novo branch in a state in which the bank does not maintain a branch if that     
state expressly permits de novo branching.  Once a bank has established         
branches in a state through an interstate merger transaction, the bank may      
establish and acquire additional branches at any location in the state where    
any bank involved in the interstate merger transaction could have established   
or acquired branches under applicable federal or state law.  A bank that has    
established a branch in a state through de novo branching may establish and     
acquire additional branches in such state in the same manner and to the same    
extent as a bank having a branch in such state as a result of an interstate     
merger.  One effect of this legislation, will be to permit the Company to       
merge two or more of its banking subsidiaries which, as a result, may create    
greater efficiency in its operations.  New York and Connecticut have enacted    
opt-in statutes.                                                                

The merger of BNY with another bank would require the approval of the 
Federal Reserve Board or other federal bank regulatory authority and, if the    
surviving bank is a New York state bank, the New York Superintendent of Banks.  

In reviewing bank acquisition and merger applications, the bank       
regulatory authorities will consider, among other things, the competitive       
effect of the transaction, financial and managerial issues including the        
capital position of the combined organization, and convenience and needs        
factors, including the applicant's record under the Community Reinvestment      
Act.                                                                            

 Under Federal Reserve Board policy, the Company is expected to act as a
source of financial strength to its banks and to commit resources to support    
such banks in circumstances where it might not do so absent such policy.  In    
addition, any loans by the Company to its banks would be subordinate in right   
of payment to deposits and to certain other indebtedness of its banks.          

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Restrictions on Transfer of Funds                                               

  Restrictions on the transfer of funds to the Company and subsidiary bank
dividend limitations are discussed in Note 9 to the Consolidated Financial      
Statements included in Exhibit 13.  Such discussion is incorporated herein by   
reference.                                                                      

FDIA                                                                            

  Under the FDIA, a depository institution insured by the FDIC can be held
liable for any loss incurred by, or reasonably expected to be incurred by, the  
FDIC after August 9, 1989 in connection with (i) the default of a commonly      
controlled FDIC-insured depository institution or (ii) any assistance provided  
by the FDIC to a commonly controlled, FDIC-insured depository institution in    
danger of default.  "Default" is defined generally as the appointment of a      
conservator or receiver, and "in danger of default" is defined generally as     
the existence of certain conditions indicating that a "default" is likely to    
occur in the absence of regulatory assistance.                                  

Government Monetary Policies                                                    

The Federal Reserve Board has the primary responsibility for monetary 
policy; accordingly, its actions have an important influence on the demand for  
credit and investments and the level of interest rates and thus on the          
earnings of the Company.                                                        

Proposed Legislation                                                            

Proposals to change the laws and regulations governing the banking    
industry are frequently introduced in Congress, in the state legislatures and   
before the various bank regulatory agencies.  The likelihood and timing of any  
such changes and the impact such changes might have on the Company and its      
subsidiaries, however, cannot be determined at this time.                       

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ADDITIONAL FINANCIAL INFORMATION                                                
--------------------------------------------------------------------------------
Average Balances and Rates on a Taxable Equivalent Basis (dollars in millions)  
                 1995                  1994                   1993
               =================================================================
                              Aver-                 Aver-                  Aver-
               Average Inter-   age  Average Inter-   age   Average Inter-   age
               Balance    est  Rate  Balance    est  Rate   Balance    est  Rate
               -----------------------------------------------------------------
Assets                                                                          
------                                                                          
Interest                                                                        
-Bearing                                                                      
Deposits                                                                      
in Banks                                                                      
(Primarily                                                                    
 Foreign)      $ 1,682 $  106  6.28% $ 1,266 $   68  5.33% $   452 $   24  5.42%
Federal Funds                                                                   
Sold and                                                                      
Securities                                                                    
Purchased                                                                     
Under Resale                                                                  
Agreements      3,280    193  5.89    3,653    161  4.39    3,149     97  3.06
Loans                                                                           
Domestic                                                                      
Offices                                                                     
  Consumer     11,151  1,381 12.39    9,549  1,015 10.62    8,259    806  9.76
  Commercial   13,215  1,047  7.92   12,340    833  6.76   11,998    741  6.18
Foreign                                                                       
 Offices       11,055    805  7.28   10,140    564  5.56   10,170    485  4.77
        ------- ------        ------- ------        ------- ------
Total Loans    35,421  3,233* 9.13   32,029  2,412* 7.53   30,427  2,032* 6.68
        ------- ------        ------- ------        ------- ------
Securities                                                                      
U.S.                                                                          
Government                                                                  
 Obligations    3,301    191  5.78    3,516    197  5.61    3,732    215  5.78
Obligations                                                                   
of States                                                                   
and                                                                         
Political                                                                   
 Subdivisions     650     68 10.50      893     89 10.02    1,070    110 10.29
Other                                                                         
Securities,                                                                 
including                                                                 
Trading                                                                   
Securities                                                                
Domestic                                                                    
  Offices       1,076     65  6.10    1,341     70  5.25    1,358     64  4.74
Foreign                                                                     
  Offices         233     14  6.31      191     11  5.64      192     14  7.36
        ------- ------        ------- ------        ------- ------
Total Other                                                               
  Securities    1,309     79  6.13    1,532     81  5.30    1,550     78  5.06
        ------- ------        ------- ------        ------- ------
Total                                                                         
 Securities     5,260    338  6.45    5,941    367  6.19    6,352    403  6.36
        ------- ------        ------- ------        ------- ------
Total                                                                           
Interest-                                                                     
Earning                                                                       
 Assets         45,643 $3,870  8.48%  42,889 $3,008  7.01%  40,380 $2,556  6.33%
                ======                ======                ======
Allowance                                                                       
for Loan                                                                      
Losses           (739)                 (906)               (1,045)            
Cash and Due                                                                    
from Banks      2,971                 2,827                 2,735             
Other Assets     5,178                 5,470                 4,574              
 -------               -------               -------
Total Assets   $53,053               $50,280               $46,644              
 =======               =======               =======
Assets                                                                          
Attributable                                                                  
to Foreign                                                                    
Offices         25.73%                24.30%                24.37%            
   =====                 =====                 =====

*Includes fees of $134 million in 1995, $118 million in 1994, and $103 million  
in 1993.                                                                      
Nonaccrual loans are included in the average loan balance; the associated     
income, recognized on the cash basis, is included in interest.                
Taxable equivalent adjustments were $40 million in 1995, $46 million in 1994, 
and $54 million in 1993, and are based on the federal statutory tax rate      
(35%) and applicable state and local taxes.                                   

Continued on page 10                                                            

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Average Balances and Rates on a Taxable Equivalent Basis (dollars in millions)  

                   1995                1994                 1993
                  ==============================================================
                                 Aver-                Aver-                Aver-
                Average Inter-   age Average Inter-   age Average Inter- age
                 Balance    est  Rate Balance    est  Rate Balance    est Rate
                  --------------------------------------------------------------
Liabilities and                                                                 
Shareholders'                                                                   
Equity                                                                          
---------------                                                                 
Interest-Bearing                                                                
Deposits                                                                      
Domestic Offices                                                            
Money Market                                                              
    Rate Accounts $ 3,451 $  153 4.44% $ 3,593 $  108 3.01% $ 3,666 $   91 2.48%
  Savings          7,909    243 3.07    8,166    190 2.32    8,379    198 2.37
Certificates                                                              
of Deposit                                                              
of $100,000                                                             
   or More         1,673     95 5.68    1,041     42 4.03    1,189     36 3.00
Other Time                                                                
   Deposits        2,560    143 5.60    2,296     97 4.24    2,701    119 4.39
            ------- ------       ------- ------       ------- ------
Total Domestic                                                            
   Offices        15,593    634 4.07   15,096    437 2.90   15,935    444 2.78
            ------- ------       ------- ------       ------- ------
Foreign Offices                                                             
Banks in                                                                  
Foreign                                                                 
   Countries       3,968    218 5.48    2,917    125 4.30    2,829     93 3.28
Government and                                                            
Official                                                                
   Institutions    1,394     81 5.78    1,384     60 4.37    1,306     57 4.34
Other Time and                                                            
   Savings         6,041    332 5.52    5,689    220 3.84    3,752    107 2.87
            ------- ------       ------- ------       ------- ------
Total Foreign                                                             
   Offices        11,403    631 5.54    9,990    405 4.05    7,887    257 3.26
            ------- ------       ------- ------       ------- ------
Total Interest-                                                           
Bearing                                                                 
   Deposits       26,996  1,265 4.69   25,086    842 3.35   23,822    701 2.94
            ------- ------       ------- ------       ------- ------
Federal Funds                                                                   
Purchased and                                                                 
Securities Sold                                                               
Under Repurchase                                                              
Agreements         2,804    161 5.75    2,843    106 3.73    3,467    102 2.94
Other Borrowed                                                                  
 Funds             3,962    246 6.22    4,135    191 4.63    2,348     86 3.66
Long-Term Debt      1,773    130 7.30    1,530    106 6.93    1,729    117 6.79 
            ------- ------       ------- ------       ------- ------
Total Interest-                                                           
Bearing                                                               
     Liabilities   35,535 $1,802 5.07%  33,594 $1,245 3.71%  31,366 $1,006 3.21%
                    ======               ======               ======
Noninterest-                                                                    
Bearing Deposits                                                              
Domestic Offices  9,012                8,897                8,946           
Foreign Offices      53                   58                   69           
     -------              -------              -------
Total                                                                   
Noninterest-                                                          
Bearing                                                               
Deposits       9,065                8,955                9,015        
     -------              -------              -------
Other Liabilities   3,685                3,594                2,366             
Preferred Stock       115                  157                  334             
Common                                                                          
Shareholders'                                                                 
Equity             4,653                3,980                3,563            
     -------              -------              -------
Total Liabilities                                                               
and                                                                         
Shareholders'                                                               
Equity          $53,053              $50,280              $46,644           
     =======              =======              =======
Net Interest                                                                    
Earnings and                                                                  
Interest Rate                                                                 
 Spread                   $2,068 3.41%         $1,763  3.30%        $1,550 3.12%
                    ======               ======               ======
Net Yield on                                                                    
Interest-Earnings                                                               
Assets                           4.53%                 4.11%               3.84%
                                ====                  ====               =====
Liabilities                                                                     
Attributable                                                                  
to Foreign                                                                    
Offices            24.94%               22.79%               19.74%           
       =====                =====                =====

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Rate/Volume Analysis on a Taxable Equivalent Basis (in millions)                
----------------------------------------------------------------                
                       1995 vs. 1994               1994 vs. 1993
                        --------------------------------------------------------
               Increase (Decrease)         Increase (Decrease)
             due to change in:           due to change in:
                     ----------------   Total    -----------------   Total
                       Average  Average  Increase  Average   Average  Increase
                        Balance   Rate   (Decrease) Balance    Rate   (Decrease)
                       -------  ------- ---------- -------   ------- ---------
Interest Income                                                                 
---------------                                                                 
Interest-Bearing                                                            
Deposits in Banks     $  25    $  13    $  38     $  44    $   -    $  44 
Federal Funds Sold                                                          
and Securities                                                            
Purchased Under                                                           
Resale Agreements       (18)      50       32        17       47       64 
Loans                                                                       
Domestic Offices                                                        
  Consumer             184      182      366       134       75      209
  Commercial            62      152      214        22       70       92
Foreign Offices         54      187      241        (1)      80       79
                     -----    -----    -----     -----    -----    -----
  Total Loans          300      521      821       155      225      380
Securities                                                                  
U.S. Government                                                           
 Obligations            (12)       6       (6)      (12)      (6)     (18)
Obligations of                                                            
States and                                                              
Political                                                               
 Subdivisions           (25)       4      (21)      (18)      (3)     (21)
Other Securities,                                                         
including                                                               
Trading Assets                                                          
Domestic Offices       (15)      10       (5)       (1)       7        6
 Foreign Offices          2        1        3         -       (3)      (3)
                     -----    -----    -----     -----    -----    -----
Total Other                                                         
   Securities          (13)      11       (2)       (1)       4        3
                     -----    -----    -----     -----    -----    -----
  Total Securities      (50)      21      (29)      (31)      (5)     (36)
                     -----    -----    -----     -----    -----    -----
Total Interest                                                  
     Income            257      605      862       185      267      452
                     -----    -----    -----     -----    -----    -----
Interest Expense                                                                
----------------                                                                
Interest-Bearing                                                            
Deposits                                                                  
Domestic Offices                                                          
Money Market Rate                                                       
 Accounts               (4)      49       45        (2)      19       17
 Savings                 (6)      59       53        (5)      (3)      (8)
Certificate of                                                          
Deposits of                                                           
 $100,000 or More       32       21       53        (5)      11        6
 Other Time Deposits     12       34       46       (18)      (4)     (22)
                     -----    -----    -----     -----    -----    -----
Total Domestic                                                          
  Offices                34      163      197       (30)      23       (7)
                     -----    -----    -----     -----    -----    -----
Foreign Offices                                                           
Banks in Foreign                                                        
 Countries              52       41       93         3       29       32
Government and                                                          
Official                                                              
 Institutions            -       21       21         3        -        3
Other Time and                                                          
 Savings                14       98      112        67       46      113
                     -----    -----    -----     -----    -----    -----
Total Foreign                                                           
 Offices                66      160      226        73       75      148
                     -----    -----    -----     -----    -----    -----
Total Interest-                                                 
Bearing                                                       
     Deposits          100      323      423        43       98      141
Federal Funds                                                               
Purchased and                                                         
Securities Sold                                                       
Under Repurchase                                                      
 Agreements             (1)      56       55       (20)      24        4
Other Borrowed Funds      (8)      63       55        77       28      105  
Long-Term Debt            18        6       24       (13)       2      (11) 
                     -----    -----    -----     -----    -----    -----
Total Interest                                                  
     Expense           109      448      557        87      152      239
                     -----    -----    -----     -----    -----    -----
Change in Net                                                               
Interest Income       $ 148    $ 157    $ 305     $  98    $ 115    $ 213 
                     =====    =====    =====     =====    =====    =====

Changes which are not solely due to balance changes or rate changes are         
allocated to such categories on the basis of the respective percentage changes  
in average balances and average rates.                                          

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Interest-Rate Sensitivity                                                       
-------------------------                                                       

 The Company actively manages interest-rate sensitivity (the exposure of
net interest income to interest rate movements).  The relationship between      
interest-earning assets and interest-bearing liabilities is closely monitored.  
The Company attempts to develop and follow policies which are flexible enough   
to capitalize on opportunities, while minimizing adverse effects on earnings    
when changes in short-term and long-term interest rates occur.  The Company     
uses complex simulation models to adjust the structure of its assets and        
liabilities in response to interest rate exposures.                             
The Company considers three basic scenarios to model interest rate
sensitivity; these are base line, high rate, and low rate.  The base line       
scenario is the Company's estimated most likely path for future short-term      
interest rates.  The base line scenario forecast in January 1996 assumes rates  
will decline slightly during the first quarter of 1996 and then rise back to    
year end 1995 levels during the fourth quarter of 1996.  The "high rate"        
scenario assumes a 153 basis point increase from the base line scenario.  The   
"low rate" scenario assumes the average rate declines 50 basis points under     
the base line scenario.  Additionally, other scenarios are reviewed to examine  
the impact of other interest rate changes.                                      
The Company quantifies interest rate sensitivity by calculating the   
change in net interest income between the three scenarios over a 12 month       
measurement period.  Net interest income as calculated by the earnings          
simulation model under the base line scenario becomes the standard.  The        
measurement of interest rate sensitivity is the percentage change in net        
interest income calculated by the model under high rate versus base-line        
scenario and under low rate versus base-line scenario.  The scenarios do not    
include the adjustments that management would make as rate expectations         
change.                                                                         
The Company's policy limit for fluctuations in net interest income    
resulting from either the high rate or low rate scenario is 6.00 percent.       
Based upon the January 1996 outlook, if interest rates were to rise to follow   
the high rate scenario, then net interest income during the policy measurement  
period would be positively affected by 2.26 percent.  If interest rates were    
to follow the low rate scenario, then net interest income would be negatively   
affected by 0.22 percent (assuming management took no actions).                 
 In addition to the policy limit discussed above, the Company also has a
global mismatch limit to control the impact of interest rate fluctuations on    
the Company's earnings. The Company's global mismatch is defined as the         
absolute value of the Company's asset repricings less liability repricings in   
24 maturity bands ranging from one day to over 10 years.  Off balance sheet     
instruments, such as swaps and futures used to hedge balance sheet items are    
included in the calculation of the global mismatch.  Each year the Company's    
Board of Directors approves both mismatch limits and earnings at risk limits.   
The global mismatch is reviewed weekly by senior management.  Estimated market  
value changes under various interest rate scenarios are also monitored.         
The following table reflects the year-end position of the Company's   
interest-earning assets and interest-bearing liabilities that either reprice    
or mature within the designated time periods.  The interest sensitivity         
indicated by this table is not necessarily indicative of the Company's          
interest sensitivity models discussed above because within each time period,    
assets and liabilities reprice on different dates and at different levels, and  
interest sensitivity gaps change daily.  A positive interest  sensitivity gap,  
for a particular time period, is one in which more assets reprice or mature     
than liabilities.  A negative interest sensitivity gap results from a greater   
amount of liabilities repricing or maturing.  A positive gap implies that       
there are more rate sensitive assets than liabilities which suggests that as    
interest rates rise, the return on assets will rise faster than the funding     
costs.  Conversely, a negative gap indicates a higher ratio of rate sensitive   
liabilities than assets.  In such case, if interest rates rise, then funding    
costs will rise at a faster rate than the return on assets.  The cumulative     
gap is the sum of the dollar gap for sequential time periods.                   

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                           December 31, 1995
                            --------------------------------------------------
                            Within   Within  Within  Greater
                 Within    2-3      4-6     7-12    Than
                           1 Mo.     Mos.     Mos.    Mos.   12 Mos.   Total
                            ------   ------   ------  ------  -------  -------
(in millions)                                                                   
Interest-Earning Assets                                                         
-----------------------                                                         
Foreign Offices             $ 6,512  $ 3,995  $ 2,021  $  384  $   172  $13,084 
Domestic Offices                                                                
 Loans                      18,999      599      933     693    4,910   26,134
 Securities                    107      110      113     487    3,161    3,978
 Trading Assets                629        -        -       -        -      629
Federal Funds Sold and                                                      
Securities Purchased                                                      
  Under Resale Agreement       933        -        -       -        -      933
                           -------  -------  -------  ------  -------  -------
     Total                  27,180    4,704    3,067   1,564    8,243  $44,758
                           -------  -------  -------  ------  -------  =======

Interest-Bearing Liabilities                                                    
----------------------------                                                    
Foreign Offices               8,390      610      620     111        -    9,731 
Domestic Offices                                                                
Interest-Bearing Deposits                                                   
Money Market Rate                                                       
    Accounts                 4,057        -        -       -        -    4,057
   Savings                   6,962        -        -      13    1,243    8,218
Certificates of Deposit                                                 
    of $100,000 or More        617      552      213     164      568    2,114
   Other Time Deposits         365      270      352     256      373    1,616
                           -------  -------  -------  ------  -------  -------
                            20,391    1,432    1,185     544    2,184   25,736
                           -------  -------  -------  ------  -------  -------
Federal Funds Purchased                                                     
and Other Borrowed                                                        
  Funds                      5,716      291      896     451        3    7,357
 Long-Term Debt                  -        -       57       -    1,791    1,848
                           -------  -------  -------  ------  -------  -------

Noninterest-Bearing                                                             
Sources of Funds             4,065      158      237     474    4,883    9,817
-------------------         -------  -------  -------  ------  -------  ------- 
      Total                 30,172    1,881    2,375   1,469    8,861  $44,758
                                                                       =======
Effect of Financial                                                             
Futures and Swaps              827   (1,354)     112     173      242         
-------------------         -------  -------  -------  ------  -------          
Interest-Sensitive Gap      $(2,165) $ 1,469  $   804  $  268  $  (376)         
----------------------      =======  =======  =======  ======  =======          
Cumulative Interest-                                                            
Sensitivity Gap            $(2,165) $  (696) $   108  $  376  $     -         
--------------------        =======  =======  =======  ======  =======          

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LOANS AND PROVISION AND ALLOWANCE FOR LOAN LOSSES                               
-------------------------------------------------                               

The provision for loan losses was $330 million in 1995, compared with 
$162 million in 1994 and $284 million in 1993.  The increase in the provision   
compared with 1994 was principally related to charge-offs in the credit card    
portfolio.  In 1995, the Company continued to experience improvement in the     
asset quality of business loans as nonperforming loans dropped.                 

 At December 31, 1995, the domestic commercial real estate portfolio had
approximately 81% of its loans in New York and New Jersey, 4% in California,    
3% in New England, and 2% in Pennsylvania; no other state accounts for more     
than 1% of the portfolio.  This portfolio consists of the following types of    
properties:                                                                     

                Business loans secured by real estate      44%
               Offices                                    26
               Retail                                      9
               Mixed-Used                                  5
               Hotels                                      4
               Condominiums and cooperatives               4
               Industrial/Warehouse                        2
               Land                                        1
               Other                                       5
                                                        ----
                                                          100%
                                                        ====

At December 31, 1995 and 1994, the Company's nonperforming real estate
loans and real estate acquired in satisfaction of loans aggregated $114         
million and $119 million, respectively.  Net charge-offs of real estate loans   
were $16 million in 1995 and $6 million in 1994.  In addition, other real       
estate charges were $5 million and $11 million in 1995 and 1994.                

At December 31, 1995  the Company's LDC exposures consisted of $49    
million in medium-term loans (and no material commitments), $447 million in     
short-term loans, $9 million in accrued interest, and $148 million in equity    
investments.  At December 31, 1995, the allowance for loan losses associated    
with LDC loans was $74 million.  In addition, the Company has $316 million of   
debt securities to emerging market countries, including $280 million (book      
value) of bonds whose principal payments are collateralized by U.S. Treasury    
zero coupon obligations and whose interest payments are partially               
collateralized.                                                                 

  The Company's consumer loan portfolio is comprised principally of credit
card, other installment, and residential loans.  Residential and auto loans     
are collateralized, thereby reducing the risk.  Credit card delinquencies and   
charge-offs increased compared to last year.  Credit card accounts past due     
over 30 days were 4.50% of managed outstandings at the end of 1995 compared     
with 3.34% at the end of 1994.  Credit card net charge-offs were $267 million   
in 1995 compared to $149 million in 1994.  The 1995 and 1994 amounts exclude    
$2 million and $32 million in net charge-offs related to the portion of the     
portfolio that was securitized.  As a percentage of average credit card         
outstandings, net charge-offs were 3.44% in 1995 compared to 2.47% in 1994.     
On a managed receivables basis, net charge-offs as a percentage of average      
outstandings were 3.44% in 1995 compared to 2.68% in 1994.  Other consumer net  
charge-offs were $5 million in 1995 and $7 million in 1994.                     

 The Company's loans to the energy industry primarily consist of credits
with investor-owned electric and gas utilities, and oil, gas and mining         
companies.  Nonperforming loans in this industry amounted to $11 million at     
year-end 1995 and 1994.  There were no charge-offs in 1995 and 1994.            

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  The Company's loans to the communications, entertainment, and publishing
industries primarily consist of credits with cable television operators,        
broadcasters, magazine and newspaper publishers, motion picture theaters and    
regional telephone companies.  There were no nonperforming communications       
loans at December 31, 1995 and 1994, and there were no charge-offs in 1995 and  
1994.                                                                           

   The Company's portfolio of loans for purchasing or carrying securities is
comprised largely of overnight loans which are fully collateralized, with       
appropriate margins, by marketable securities.  Throughout its many years of    
experience in this area, the Company has rarely experienced a loss.             

The Company makes short-term, collateralized loans to mortgage bankers
to fund mortgages sold to investors.  There were no nonperforming loans at      
December 31, 1995 and 1994, and there were no charge-offs in 1995 and 1994.     

   Based on an evaluation of individual credits, historical loan losses, and
global economic factors, the Company has allocated its allowance for loan       
losses as follows:                                                              

                               1995       1994       1993      1992     1991
                               ----       ----       ----      ----     ----
Real Estate Loans                  7%         9%         8%        9%      10%  
Other Domestic Commercial                                                       
and Industrial Loans             57         56         64        64       62  
Consumer Loans                    25         16         10         9       10   
Foreign Loans (excluding                                                        
medium-term LDC loans)            1          7          6         6        6  
LDC Loans                         10         12         12        12       12   
                               ----       ----       ----      ----     ----
                               100%       100%       100%      100%     100%
                               ====       ====       ====      ====     ====

   Such an allocation is inherently judgmental, and the entire allowance for
loan losses is available to absorb loan losses regardless of the nature of the  
loan.                                                                           

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The following table details changes in the Company's allowance for loan losses  
for the last five years.                                                        

(dollars in millions)           1995     1994     1993     1992     1991  
                              ----     ----     ----     ----     ----
Loans Outstanding, December 31,  $37,687  $33,083  $30,570  $29,497  $30,335    
Average Loans Outstanding         35,421   32,029   30,427   30,345   32,719    

Allowance for Loan Losses                                                       
-------------------------                                                       
Balance, January 1                                                              
Regular                                                                     
Domestic                     $   637  $   794  $   878  $   889  $   831
Foreign                           57       60       70       60       62
Less Developed Countries            98      116      124      135      218* 
                             -------  -------  -------  -------  -------
Total, January 1                 792      970    1,072    1,084    1,111
                             -------  -------  -------  -------  -------
Allowance of Acquired                                                           
Companies and Other Changes           8        -        -       56      (10)  
Credit Card Securitizations            3       14        1        -      (18)   
Charge-Offs                                                                     
Domestic                                                                    
 Commercial and Industrial        (56)    (158)    (142)    (311)    (358)
 Real Estate & Construction       (19)      (6)     (71)    (103)    (165)
 Consumer Loans                  (309)    (191)    (173)    (181)    (226)
Foreign                            (24)     (38)     (54)     (20)     (32) 
Less Developed Countries           (24)     (18)      (9)     (13)     (39) 
                             -------  -------  -------  -------  -------
  Total                          (432)    (411)    (449)    (628)    (820)
                             -------  -------  -------  -------  -------
Recoveries                                                                      
Domestic                                                                    
Commercial and Industrial         14       14       28       66       11
Real Estate & Construction         3        -        2       13        1
Consumer Loans                    37       35       29       26       21
Foreign                              1        8        2       10        4  
Less Developed Countries             -        -        1        2        6  
                             -------  -------  -------  -------  -------
 Total                            55       57       62      117       43
Net Charge-Offs                     (377)    (354)    (387)    (511)    (777)   
                             -------  -------  -------  -------  -------
Provision                                                                       
Domestic                           356      135      242      423      742  
Foreign                            (26)      27       42       20       36  
                             -------  -------  -------  -------  -------
 Total                           330      162      284      443      778
                             -------  -------  -------  -------  -------
Balance, December 31,                                                           
Regular                                                                     
 Domestic                         674      637      794      878      889*
Foreign                            8       57       60       70       60
Less Developed Countries            74       98      116      124      135* 
                             -------  -------  -------  -------  -------
 Total, December 31,         $   756  $   792  $   970  $ 1,072  $ 1,084
                             =======  =======  =======  =======  =======
Ratios                                                                          
------                                                                          
Net Charge-Offs to Average                                                      
Loans Outstandings                1.06%    1.11%    1.27%    1.68%    2.37%   
                             =======  =======  =======  =======  =======
Net Charge-Offs to Total                                                        
Allowance                        49.87%   44.70%   39.90%   47.67%   71.68%   
                             =======  =======  =======  =======  =======
Total Allowance to Year-End                                                     
Loans Outstanding                 2.01%    2.40%    3.17%    3.63%    3.57%   
                              ======  =======  =======  =======  =======

*Includes a $50 million transfer from the LDC Allowance for Loan Losses to the  
Regular Allowance.                                                              

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Nonperforming Assets                                                            
--------------------                                                            
A summary of nonperforming assets is presented in the following table.          

(in millions)                                 December 31,                      

                          1995      1994      1993      1992      1991
                          ----      ----      ----      ----      ----
Nonaccrual                                                                      
----------                                                                      
Domestic                   $  184    $  220    $  408    $  581    $1,014   
Foreign (including                                                          
Medium-term LDC)              41        77       130       198       146  
                        ------    ------    ------    ------    ------
                           225       297       538       779     1,160

Reduced Rate (Domestic)           -         -         2         9        13     
------------                 ------    ------    ------    ------    ------     
                           225       297       540       788     1,173

Real Estate Acquired in                                                         
-----------------------                                                         
Satisfaction of Loans            72        56        99       268       369     
---------------------         -----    ------    ------   -------    ------     

                         $ 297    $  353    $  639    $1,056    $1,542
                         =====    ======    ======    ======    ======
Past Due 90 Days or More                                                        
------------------------                                                        
and Still Accruing Interest                                                     
---------------------------                                                     
Domestic                   $  270    $  163    $  156    $  218    $  178   
Foreign                         -         -         -         -        66   
                        ------    ------    ------    ------    ------
                        $  270    $  163    $  156    $  218    $  244
                        ======    ======    ======    ======    ======

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Securities                                                                      
----------                                                                      
The following table shows the maturity distribution by carrying amount and      
yield (not on a taxable equivalent basis) of the Company's securities           
portfolio at December 31, 1995.                                                 

                                                            States and
                                        U.S. Government    Political
                      U.S. Government         Agency        Subdivisions
                      ---------------    ---------------    ------------
                       Amount    Yield    Amount    Yield    Amount  Yield
                       ------    -----    ------    -----    ------  -----
(dollars in millions)                                                           

Securities Held-                                                                
----------------                                                                
to-Maturity                                                                   
-----------                                                                   
One Year or Less          $   14    5.35%     $  40     4.60%   $  143   4.41%  
Over 1 through 5 Years         2    5.21        179     5.55        62   5.69   
Over 5 through 10 Years        -       -          2     7.00        65   6.44   
Over 10 years                  -       -          -        -        97   7.07   
Mortgage-Backed Securities     -       -          -        -         -      -   
                ------              -----             ------
                        $   16    5.33%     $ 221     5.39%   $  367   5.69%
                ======              =====             ======
Securities Available-                                                           
--------------------                                                            
for-Sale                                                                      
----------                                                                      
One Year or Less         $  481     5.62%     $   -        -%   $  31    8.93%  
Over 1 through 5 Years    1,512     5.33          -        -       35    6.78   
Over 5 through 10 Years     836     5.75          -        -       42    6.32   
Over 10 years                 8     7.65          -        -      153    6.40   
Equity Securities             -        -          -        -        -       -   
               -----               -----             -----
                       $2,837     5.51%     $   -        -    $ 261    6.74%
              ======               =====             =====

     Other Bonds,    Mortgage-Backed
   Notes and        and Equity
   Debentures       Securities
   -------------    ------------
              Amount  Yield    Amount Yield      Total
              ------  -----    ------ -----      -----
(dollars in millions)                                                           

Securities Held-                                                                
----------------                                                                
to-Maturity                                                                   
-----------                                                                   
One Year or Less            $ 24    3.43%    $  -      -%    $  221             
Over 1 through 5 Years        67    6.40        -      -        310             
Over 5 through 10 Years       60    4.31        -      -        127             
Over 10 years                273    5.81        -      -        370             
Mortgage-Backed Securities     -       -      224   7.34        224             
               ----             ----            ------
               $424    5.56%    $224   7.34%    $1,252
               ====             ====            ======
Securities Available-                                                           
--------------------                                                            
for-Sale                                                                      
----------                                                                      
One Year or Less            $ 12    5.66%   $   -      -%    $  524             
Over 1 through 5 Years        15    3.73        -      -      1,562             
Over 5 through 10 Years       12    0.08        -      -        890             
Over 10 years                 11    6.07        -      -        172             
Equity Securities              -       -      470   3.39        470             
              -----             ----            ------
               $ 50    3.87%    $470   3.39%    $3,618
              =====             ====            ======

Loans                                                                           
-----                                                                           

The following table shows the maturity structure of the Company's commercial    
loan portfolio at December 31, 1995.                                            
                   Over 1 Year
                    1 Year    Through       Over
                              or Less    5 Years     5 Years     Total
                              -------  -----------   -------     -----
(in millions)                                                                   
Domestic                                                                        
--------                                                                        
Real Estate, Excluding Loans                                                
Collateralized by 1-4 Family                                              
Residential Properties          $   454     $1,443      $  962    $ 2,859 
Commercial and Industrial Loans    3,803      5,139       3,083     12,025  
Other, Excluding Loans to                                                   
Individuals and those                                                     
Collateralized by 1-4 Family                                              
Residential Properties            4,268        750         202      5,220 
                               -------     ------      ------    -------
                                 8,525      7,332       4,247     20,104
Foreign                              1,731        902       1,711      4,344    
-------                            -------     ------      ------    -------    
  Total                        $10,256     $8,234      $5,958    $24,448
                               =======     ======      ======    =======

Loans with:                                                                     
Predetermined Interest Rates     $   638     $  384      $1,244    $ 2,266  
Floating Interest Rates            9,618      7,850       4,714     22,182  
                               -------     ------      ------    -------
   Total                       $10,256     $8,234      $5,958    $24,448
                               =======     ======      ======    =======

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Deposits                                                                        
--------                                                                        
   The aggregate amount of deposits by foreign customers in domestic offices
was $4.0 billion, $3.2 billion, and $2.1 billion at December 31, 1995, 1994,    
and 1993.                                                                       
The following table shows the maturity breakdown of domestic time     
deposits of $100,000 or more at December 31, 1995.                              

                            Time
(in millions)                 Certificates         Deposits-                    
                          of Deposits          Other             Total
                           -----------------------------------------------

3 Months or Less                  $1,092            $2,104           $3,196     
Over 3 Through 6 Months              219                 6              225     
Over 6 Through 12 Months             169                12              181     
Over 12 Months                       616                34              650     
                             ------            ------           ------
Total                        $2,096            $2,156           $4,252
                             ======            ======           ======

The majority of deposits in foreign offices are time deposits in      
denominations of $100,000 or more.                                              

Other Borrowed Funds                                                            
---------------------                                                           
Information related to other borrowed funds in 1995, 1994, and 1993 is          
presented in the table below.                                                   
                            1995           1994             1993
                           ---------------- ---------------  ---------------
(dollars in millions)                                                           
                                   Average          Average          Average
                         Amount   Rate    Amount   Rate    Amount   Rate
                           ------  -------  ------  -------  ------  -------

Federal Funds Purchased                                                         
-----------------------                                                         
and Securities Sold Under                                                     
-------------------------                                                     
Repurchase Agreements                                                         
---------------------                                                         
At December 31             $3,933   4.61%   $1,502   4.91%   $2,711   2.85% 
Average During Year         2,804   5.75     2,843   3.73     3,467   2.94  
Maximum Month-End Balance                                                   
During Year                3,991   5.96     6,415   3.36     4,894   2.80 

Other*                                                                          
-----                                                                           
At December 31              3,106   5.73%    4,176   5.79     2,781   3.61  
Average During Year         3,962   6.22     4,135   4.63     2,348   3.66  
Maximum Month-End Balance                                                   
During Year                5,025   5.74     5,639   4.57     3,161   3.60 

*Other borrowings consist primarily of commercial paper, bank notes, extended   
federal funds purchased, and amounts owed to the U.S. Treasury.                 

Foreign Assets                                                                  
--------------                                                                  
At December 31, 1995, the Company had assets in excess of .75% of year
end total assets in Greece, totaling $527 million, and in South Korea,          
totaling $480 million. There were no foreign countries in which the Company's   
assets exceeded .75% of year end total assets in 1994.                          

ITEM 2.  PROPERTIES                                                             
-------------------                                                             
  In New York City, the Company owns the thirty story building housing its
executive headquarters at 48 Wall Street, a forty-nine story office building    
at One Wall Street, and an operations center at 101 Barclay Street.  In         
addition, the Company owns and/or leases administrative and operations          
facilities in New York City; various locations in New Jersey and Connecticut;   
Harrison, New York; Newark, Delaware; Brussels, Belgium; London, England;       

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and Utica, New York.  Other real properties owned or leased by the Company,     
when considered in the aggregate, are not material to its operations.           

ITEM 3.  LEGAL PROCEEDINGS                                                      
--------------------------                                                      
  Litigation regarding Northeast Bancorp., Inc. is described in Note 12 to
the Consolidated Financial Statements included in Exhibit 13, and such          
description is incorporated herein by reference.                                

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    
------------------------------------------------------------                    
There were no matters submitted to a vote of security holders of the  
registrant during the fourth quarter of 1995.                                   

PART II                                                                         
-------                                                                         
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS  
------------------------------------------------------------------------------  
Information with respect to the market for the Company's common equity
and related stockholder matters is incorporated herein by reference from the    
"Quarterly Data" section included in Exhibit 13.  The Company's securities      
that are listed on the New York Stock Exchange (NYSE), are indicated as such    
on the front cover of this report.  The NYSE symbol for the Company's Common    
Stock is BK.  The Warrants (to purchase the Company's Common Stock) are traded  
over the counter.  All of the Company's other securities are not currently      
listed.  The Company had 26,366 common shareholders of record at February 29,   
1996.                                                                           

ITEM 6.  SELECTED FINANCIAL DATA                                                
--------------------------------                                                
Selected financial data are incorporated herein by reference from the 
"Financial Highlights" section included in Exhibit 13.                          

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                      
----------------------------------------------------------                      
CONDITION AND RESULTS OF OPERATIONS                           
-----------------------------------                           
 Management's discussion and analysis of financial condition and results
of operations is incorporated herein by reference from the corresponding        
section of Exhibit 13.                                                          

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            
----------------------------------------------------                            
   Consolidated financial statements and notes and the independent auditors'
report are incorporated herein by reference from Exhibit 13 to this report.     
 Supplementary financial information is incorporated herein by reference
from the "Quarterly Data" section included in Exhibit 13.                       

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND        
FINANCIAL DISCLOSURE                                                            
------------------------------------------------------------------------        
On March 12, 1996, the Company's Board of Directors, acting upon the            
recommendation of the Audit Committee of the Company's Board of Directors       
dismissed Deloitte & Touche LLP as the Company's independent public             
accountants and appointed Ernst & Young LLP to serve as the Company's           
independent public accountants for the year 1996.                               
Deloitte & Touche LLP's reports on the Company's financial statements 
for the last two years did not contain an adverse opinion or a disclaimer of    
opinion and were not qualified or modified as to uncertainty, audit scope, or   
accounting principles.  During the two fiscal years ended December 31, 1995     
and during the period from December 31, 1995 through March 12, 1996, there      
were no disagreements between the Company and Deloitte & Touche LLP on any      
matter of accounting principles or practices, financial statement disclosure,   
or auditing scope or procedure, which disagreements would have caused Deloitte  
& Touche LLP to make reference to the subject matter of such disagreements in   
connection with its reports.                                                    

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PART III                                                                        
--------                                                                        

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                    
------------------------------------------------------------                    

   The directors of the registrant are identified on pages 28 and 29 of this
report. Additional material responsive to this item is contained in the         
Company's definitive Proxy Statement for its 1996 Annual Meeting of             
Shareholders, which information is incorporated herein by reference.            

EXECUTIVE OFFICERS OF THE REGISTRANT AND BUSINESS EXPERIENCE DURING THE PAST    
FIVE YEARS                                                                      
-----------------------------------------------------------------------------   
                                                                       Company
                                                                       Officer
     Name                          Office and Experience           Age   Since
     ----                          ---------------------           ---   -----

J. Carter Bacot     1995-1996  Chairman and Chief Executive Officer             
                              of the Company, Chairman of the Bank  63    1975
       1991-1995  Chairman and Chief Executive Officer
         of the Company and the Bank

Thomas A. Renyi     1995-1996  President of the Company and          50    1992 
           President and Chief Executive
 Officer of the Bank
1994-1995  President of the Company and 
           President and Chief Operating
 Officer of the Bank
1992-1994  President of the Company and 
       Vice Chairman of the Bank
      1991-1992  Senior Executive Vice President and
              Chief Credit Officer of the Bank

Alan R. Griffith    1994-1996  Vice Chairman of the Company          54    1990 
and the Bank      
     1991-1994  Senior Executive Vice President of
                  the Company, and President and Chief
           Operating Officer of the Bank

Samuel F. Chevalier 1991-1996  Vice Chairman of the Company          62    1989 
and the Bank      

Deno D. Papageorge  1991-1996  Senior Executive Vice President of    57    1980 
                the Company, Senior Executive Vice
           President and Chief Financial
 Officer of the Bank

Richard D. Field    1991-1996  Executive Vice President of the       55    1987 
            Company, Senior Executive Vice
   President of the Bank

Robert E. Keilman   1991-1996  Comptroller of the Company and        50    1984 
             the Bank, Senior Vice President
of the Bank       

Phebe C. Miller     1995-1996  Secretary and Chief Legal Officer     46    1995 
         of the Company, Senior Vice
               President and Chief Legal Officer
of the Bank       
    1994-1995  Senior Vice President of the Bank
     1991-1994  Managing Director, General Counsel
                 and Secretary, Discount Corporation
of New York       
   1991  Vice President and Counsel,
              Discount Corporation of New York

Robert J. Goebert   1991-1996  Auditor of the Company, Senior Vice   54    1982 
   President of the Bank

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Officers of BNY who perform major policy making functions:                      
                                                                        Bank
                                                                       Executive
                                                                       Officer
   Name                           Office and Experience            Age   Since
   ----                           ---------------------            ---  ------

Gerald L. Hassell   1994-1996  Senior Executive Vice President and   44    1990 
              Chief Commercial Banking Officer
     1992-1994  Executive Vice President - Special
Industries Banking
  1991  Executive Vice President -
                Communications, Entertainment, and
 Publishing Division

Robert J. Mueller   1992-1996  Senior Executive Vice President -     54    1989 
         Chief Credit Policy Officer
      1991-1992  Executive Vice President - Mortgage
    & Construction Lending

Newton P.S. Merrill 1994-1996  Senior Executive Vice President -     56    1994 
              Trust, Investment Management and
Private Banking   
   1991-1993  Senior Executive Vice President-
The Bank of Boston

Richard A. Pace     1991-1996  Executive Vice President and Chief    50    1989 
Technologist      

There are no family relationships between the executive officers of the         
Company.  The terms of office of the executive officers of the Company extend   
until the annual organizational meeting of the Board of Directors.              

ITEM 11.  EXECUTIVE COMPENSATION                                                
--------------------------------                                                
The material responsive to such item in the Company's definitive Proxy
Statement for its 1996 Annual Meeting of Shareholders is incorporated by        
reference.                                                                      

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT        
------------------------------------------------------------------------        
The material responsive to such item in the Company's definitive Proxy
Statement for its 1996 Annual Meeting of Shareholders is incorporated by        
reference.                                                                      

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        
--------------------------------------------------------                        
The material responsive to such item in the Company's definitive Proxy
Statement for its 1996 Annual Meeting of Shareholders is incorporated by        
reference.                                                                      

PART IV                                                                         
-------                                                                         

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K      
--------------------------------------------------------------------------      
(a) 1  Financial Statements:                                                    

See Item 8.                                                             

(a) 2  Financial Statement Schedules:                                           

  Financial statement schedules are omitted since the required information
is either not applicable, not deemed material, or is shown in the respective    
financial statements or in the notes thereto.                                   

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(a) 3  Listing of Exhibits:                                                     

Exhibit No. Per                                                                 
Regulation S-K                          Description                             
--------------                          -----------                             

3    (a) The By-Laws of The Bank of New York Company, Inc. as amended     
through October 13, 1987.                               
     (Filed as Exhibit 3(a) to the Company's 1987 Annual Report on
Form 10-K and incorporated herein by reference.)        

 (b) Restated Certificate of Incorporation of The Bank of New York
Company, Inc. dated July 20, 1994.                      
(Filed as Exhibit 4 to Form 10-Q filed by the Company   
   on November 10, 1994 and incorporated herein by reference.)

 4    (a) None of the outstanding instruments defining the rights of holders
           of long-term debt of the Company represent long-term debt in excess
      of 10% of the total assets of the Company.  The Company hereby
        agrees to furnish to the Commission, upon request, a copy of any
of such instruments.                                    

(b) Rights Agreement, including form of Preferred Stock Purchase
 Rights, incorporated herein by reference to the Company's
   Registration Statement on Form 8-A dated December 18, 1985.

(c) 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.                                      

(d) 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, dated April 30, 1993, to
 the registrant's Registration Statement on Form 8-A dated
December 18, 1985.                                      

(e) Third Amendment, dated as of March 8, 1994, to the Rights   
         Agreement, 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 Exhibit 4(a) to the Company's Current
Report on Form 8-K for the Report Date March 8, 1994.   

10     (a) 1984 Stock Option Plan of The Bank of New York Company, Inc. as    
amended through February 23, 1988.                      
      (Filed as Exhibit 10(a) to the Company's 1988 Annual Report on
Form 10-K and incorporated herein by reference.)*       

 (b) Amendment dated October 11, 1994 to 1984 Stock Option Plan of
The Bank of New York Company, Inc.                      
      (Filed as Exhibit 10(b) to the Company's 1994 Annual Report on
Form 10-K and incorporated herein by reference.)*       

  (c) The Bank of New York Company, Inc. Excess Contribution Plan as
amended through July 10, 1990.                          
      (Filed as Exhibit 10(b) to the Company's 1990 Annual Report on
Form 10-K and incorporated herein by reference.)*       

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Exhibit No. Per                                                                 
Regulation S-K                     Description                                  
--------------                     -----------                                  

10    (d) Amendments to The Bank of New York Company, Inc. Excess           
       Contribution Plan dated February 23, 1994 and November 9, 1993.
      (Filed as Exhibit 10(c) to the Company's 1993 Annual Report on
Form 10-K and incorporated herein by reference.)*       

(e) Amendment to The Bank of New York Company, Inc. Excess      
Contribution Plan dated November 14, 1995.*             

     (f) The Bank of New York Company, Inc. Excess Benefit Plan as amended
through December 8, 1992.                               
      (Filed as Exhibit 10(d) to the Company's 1992 Annual Report on
Form 10-K and incorporated herein by reference.)*       

   (g) Amendments to The Bank of New York Company, Inc. Excess Benefit
Plan dated February 23, 1994 and November 9, 1993.      
      (Filed as Exhibit 10(e) to the Company's 1993 Annual Report on
Form 10-K and incorporated herein by reference.)*       

      (h) Amendment dated May 10, 1994 to The Bank of New York Company, Inc.
Excess Benefit Plan.                                    
      (Filed as Exhibit 10(g) to the Company's 1994 Annual Report on
Form 10-K and incorporated herein by reference.)*       

  (i) Amendment to The Bank of New Company, Inc. Excess Benefit Plan
dated November 14, 1995.*                               

       (j) 1994 Management Incentive Compensation Plan of The Bank of New York
Company, Inc.                                           
      (Filed as Exhibit 10(g) to the Company's 1993 Annual Report on
Form 10-K and incorporated herein by reference.)*       

      (k) 1988 Long-Term Incentive Plan as amended through December 8, 1992.
      (Filed as Exhibit 10(f) to the Company's 1992 Annual Report on
Form 10-K and incorporated herein by reference.)*       

    (l) Amendment dated October 11, 1994 to the 1988 Long-Term Incentive
Plan of The Bank of New York Company, Inc.              
      (Filed as Exhibit 10(j) to the Company's 1994 Annual Report on
Form 10-K and incorporated herein by reference.)*       

     (m) The Bank of New York Company, Inc. 1993 Long-Term Incentive Plan.
      (Filed as Exhibit 10(m) to the Company's 1992 Annual Report on
Form 10-K and incorporated herein by reference.)*       

    (n) Amendment dated October 11, 1994 to the 1993 Long-Term Incentive
Plan of The Bank of New York Company, Inc.              
      (Filed as Exhibit 10(l) to the Company's 1994 Annual Report on
Form 10-K and incorporated herein by reference.)*       

(o) The Bank of New York Company, Inc. Supplemental Executive   
Retirement Plan.                                        
      (Filed as Exhibit 10(n) to the Company's 1992 Annual Report on
Form 10-K and incorporated herein by reference.)*       

(p) Amendment to The Bank of New York Company, Inc. Supplemental
Executive Retirement Plan dated March 9, 1993.          
      (Filed as Exhibit 10(k) to the Company's 1993 Annual Report on
Form 10-K and incorporated herein by reference.)*       

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Exhibit No. Per                                                                 
Regulation S-K                      Description                                 
---------------                     ------------                                
10    (q) Amendment effective October 11, 1994 to The Bank of New York      
Company, Inc. Supplemental Executive Retirement Plan.   
      (Filed as Exhibit 10(o) to the Company's 1994 Annual Report on
Form 10-K and incorporated herein by reference.)*       

     (r) Trust Agreement dated April 19, 1988 related to certain executive
compensation plans and agreements.                      
      (Filed as Exhibit 10(h) to the Company's 1988 Annual Report on
Form 10-K and incorporated herein by reference.)*       

(s) Trust Agreement dated November 16, 1993 related to certain  
executive compensation plans and agreements.            
      (Filed as Exhibit 10(m) to the Company's 1993 Annual Report on
Form 10-K and incorporated herein by reference.)*       

(t) Amendment dated October 11, 1994 to Trust Agreement dated   
          November 16, 1993, related to certain executive compensation plans
and agreements.*                                        
      (Filed as Exhibit 10(r) to the Company's 1994 Annual Report on
Form 10-K and incorporated herein by reference.)*       

(u) Trust Agreement dated December 15, 1994 related to certain  
executive compensation plans and agreements.*           
      (Filed as Exhibit 10(s) to the Company's 1994 Annual Report on
Form 10-K and incorporated herein by reference.)*       

     (v) Form of Remuneration Agreement between the Company and two of the
       five most highly compensated executive officers of the Company.
   (Filed as Exhibit 10 to the Company's 1982 Annual Report on
Form 10-K and incorporated herein by reference.)*       

 (w) Form of Tax Reimbursement Agreement dated as of July 13, 1994
       between the Company and two of the five most highly compensated
executive officers of the Company.*                     
      (Filed as Exhibit 10(u) to the Company's 1994 Annual Report on
Form 10-K and incorporated herein by reference.)*       

     (x) Form of Remuneration Agreement dated October 11, 1994 between the
         Company and three of the five most highly compensated officers of
the Company.*                                           
           (Filed as Exhibit 10(v) to the Company's 1994 Annual Report on Form
10-K and incorporated herein by reference.)*            

       (y) The Bank of New York Company, Inc. Retirement Plan for Non-Employee
Directors.                                              
      (Filed as Exhibit 10(r) to the Company's 1993 Annual Report on
Form 10-K and incorporated herein by reference.)*       

     (z) Amendment dated November 8, 1994 to The Bank of New York Company,
Inc. Retirement Plan for Non-Employee Directors.*       
      (Filed as Exhibit 10(x) to the Company's 1994 Annual Report on
Form 10-K and incorporated herein by reference.)*       

    (aa) Deferred Compensation Plan for Non-Employee Directors of The Bank
of New York Company, Inc.                               
      (Filed as Exhibit 10(s) to the Company's 1993 Annual Report on
Form 10-K and incorporated herein by reference.)*       

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Exhibit No. Per                                                                 
Regulation S-K                Description                                       
--------------                -----------                                       

     (bb) Amendment dated November 8, 1994 to the Deferred Compensation Plan
         for Non-Employee Directors of The Bank of New York Company, Inc.*
      (Filed as Exhibit 10(z) to the Company's 1994 Annual Report on
Form 10-K and incorporated herein by reference.)*       

11       Statement - Re: Computation of Per Common Share Earnings         

12       Statement - Re: Computation of Earnings to Fixed Charges Ratios  

13       Portions of the 1995 Annual Report to Shareholders               

21       Subsidiaries of the Registrant                                   

23       Consent of Deloitte & Touche LLP                                 

27       Financial Data Schedule                                          

-------------------                                                             
* Indicates a management contract or compensatory plan or arrangement.          

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(b) Reports on Form 8-K:                                                        

   October 16, 1995: Unaudited interim financial information and
accompanying discussion for the third quarter of 1995.    

      November 14, 1995: A press release announcing the Company's plan
    to buy back up to 16 million of its outstanding common shares.

   January 16, 1996: Unaudited interim financial information and
accompanying discussion for the fourth quarter of 1995.   

        March 12, 1996: The Company's disclosure statement with respect to
       dismissing Deloitte & Touche LLP and appointing Ernst & Young LLP
   as the Company's independent accountants, and a letter to the
   Securities and Exchange Commission from Deloitte & Touche LLP
       agreeing with the Company's disclosure statement; as subsequently
amended on From 8-K/A.                                    

(c) Exhibits:                                                                   

Submitted as a separate section of this report.           

(d) Financial Statements Schedules:                                             

None                                                      

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SIGNATURES                                                                      
----------                                                                      

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange  
Act of 1934, the registrant has duly caused this report to be signed on its     
behalf by the undersigned, thereunto duly authorized in New York, New York, on  
the 12th day of March, 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 Exchange Act of 1934, this
report has been duly signed below by the following persons on behalf of the     
registrant and in the capacities indicated on the 12th day of March, 1996.      

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

\s\J. Carter Bacot                             Chairman and                     
-----------------------------------            Chief Executive Officer          
(J. Carter Bacot)                              (principal executive officer)    

\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)                                                             

\s\ Richard Barth                              Director                         
------------------------------------                                            
(Richard Barth)                                                                 

\s\ Frank J. Biondi, Jr.                       Director                         
------------------------------------                                            
(Frank J. Biondi, Jr.)                                                          

\s\ William R. Chaney                          Director                         
------------------------------------                                            
(William R. Chaney)                                                             

\s\ Samuel F. Chevalier                        Vice Chairman and Director       
------------------------------------                                            
(Samuel F. Chevalier)                                                           

\s\ Anthony P. Gammie                          Director                         
------------------------------------                                            
(Anthony P. Gammie)                                                             

\s\ Ralph E. Gomory                            Director                         
------------------------------------                                            
(Ralph E. Gomory)                                                               

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\s\ Alan R. Griffith                           Vice Chairman                    
------------------------------------           and Director                     
(Alan R. Griffith)                                                              

\s\ Edward L. Hennessy, Jr.                    Director                         
------------------------------------                                            
(Edward L. Hennessy, Jr.)                                                       

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

\s\ Donald L. Miller                           Director                         
------------------------------------                                            
(Donald L. Miller)                                                              

\s\ H. Barclay Morley                          Director                         
------------------------------------                                            
(H. Barclay Morley)                                                             

\s\ Martha T. Muse                             Director                         
------------------------------------                                            
(Martha T. Muse)                                                                

\s\ Catherine A. Rein                          Director                         
------------------------------------                                            
(Catherine A. Rein)                                                             

\s\ Thomas A. Renyi                            President and                    
------------------------------------           Director                         
(Thomas A. Renyi)                                                               

\s\ Harold E. Sells                            Director                         
------------------------------------                                            
(Harold E. Sells)                                                               

\s\ W. S. White, Jr.                           Director                         
------------------------------------                                            
(W. S. White, Jr.)                                                              

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INDEX TO EXHIBITS     
Exhibit No.                                                                     
------------                                                                    
3   (a) The By-Laws of The Bank of New York Company, Inc. as amended through
October 13, 1987.*                                          

(b) Restated Certificate of Incorporation of The Bank of New York   
Company, Inc. dated July 20, 1994.*                         

4   (a) None of the outstanding instruments defining the rights of holders  
       of long-term debt of the Company represent long-term debt in excess
  of 10% of the total assets of the Company.  The Company hereby
       agrees to furnish to the Commission, upon request, a copy of any of
such instruments.                                           

     (b) Rights Agreement, including form of Preferred Stock Purchase Rights.*

    (c) 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.*                     

(d) 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.*                 

    (e) Third Amendment, dated as of March 8, 1994, to the Rights Agreement,
        dated as of December 10, 1985, between The Bank of New York Company,
Inc. and The Bank of New York, as Rights Agent.*            

10   (a) 1984 Stock Option Plan of The Bank of New York Company, Inc. as      
amended through February 23, 1988.*                         

 (b) Amendment dated October 11, 1994 to 1984 Stock Option Plan of The
Bank of New York Company, Inc.*                             

(c) The Bank of New York Company, Inc. Excess Contribution Plan as  
amended through July 10, 1990.*                             

    (d) Amendments to The Bank of New York Company, Inc. Excess Contribution
Plan dated February 23, 1994 and November 9, 1993.*         

   (e) Amendment to The Bank of New York Company, Inc. Excess Contribution
Plan dated November 14, 1995.                               

 (f) The Bank of New York Company, Inc. Excess Benefit Plan as amended
through December 8, 1992.*                                  

    (g) Amendments to The Bank of New York Company, Inc. Excess Benefit Plan
dated February 23, 1994 and November 9, 1993.*              

(h) Amendment dated May 10, 1994 to The Bank of New York Co., Inc.  
Excess Benefit Plan.*                                       

   (i) Amendment to The Bank of New York Company, Inc. Excess Benefit Plan
dated November 14,1995.                                     

   (j) 1994 Management Incentive Compensation Plan of The Bank of New York
Company, Inc.*                                              

   (k) 1988 Long-Term Incentive Plan as amended through December 8, 1992.*

(l) Amendment dated October 11, 1994 to the 1988 Long-Term Incentive
Plan of The Bank of New York Company, Inc.*                 

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INDEX TO EXHIBITS     
Exhibit No.                                                                     
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10  (m) The Bank of New York Company, Inc. 1993 Long-Term Incentive Plan.*  

(n) Amendment dated October 11, 1994 to the 1993 Long-Term Incentive
Plan of The Bank of New York Company, Inc.*                 

    (o) The Bank of New York Company, Inc. Supplemental Executive Retirement
Plan.*                                                      

(p) Amendment to The Bank of New York Company, Inc. Supplemental    
Executive Retirement Plan dated March 9, 1993.*             

(q) Amendment effective October 11, 1994 to The Bank of New York    
Company, Inc. Supplemental Executive Retirement Plan.*      

(r) Trust Agreement dated April 19, 1988 related to executive       
compensation agreements.*                                   

     (s) Trust Agreement dated November 16, 1993 related to deferred executive
compensation agreements.*                                   

  (t) Amendment dated October 11, 1994 to Trust Agreement dated November
16, 1993, related to executive compensation agreements.*    

    (u) Trust Agreement dated December 15, 1994 related to certain executive
compensation plans and agreements.*                         

 (v) Form of Remuneration Agreement between the Company and two of the
    five most highly compensated executive officers of the Company.*

(w) Form of Tax Reimbursement Agreement dated as of July 13, 1994   
   between the Company and two of the five most highly compensated
executive officers of the Company.*                         

 (x) Form of Remuneration Agreement dated October 11, 1994 between the
     Company and three of the five most highly compensated officers of
the Company.                                                

   (y) The Bank of New York Company, Inc. Retirement Plan for Non-Employee
Directors.*                                                 

 (z) Amendment dated November 8, 1994 to The Bank of New York Company,
Inc. Retirement Plan for Non-Employee Directors.*           

   (aa) Deferred Compensation Plan for Non-Employee Directors of The Bank of
New York Company, Inc.*                                     

 (bb) Amendment dated November 8, 1994 to the Deferred Compensation Plan
     for Non-Employee Directors of The Bank of New York Company, Inc.*

11      Statement - Re: Computation of Per Common Share Earnings            

12      Statement - Re: Computation of Earnings to Fixed Charges Ratios     

13      Portions of the 1995 Annual Report to Shareholders                  

21      Subsidiaries of the Registrant                                      

23      Consent of Deloitte & Touche LLP                                    

27      Financial Data Schedule                                             
-------------------                                                             
* Incorporated by reference                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		6/1/97		7
		5/31/97		7
Filed on:		3/27/96
		3/12/96		20		27			8-K,  8-K/A
		2/29/96		1		20
		1/16/96		27					8-K
		1/1/96		6
For Period End:		12/31/95		1		20
		11/14/95		24		30			8-K
		10/16/95		27					8-K
		9/29/95		7
		6/1/95		6
		12/31/94		4		19			10-K
		12/15/94		25		31
		11/10/94		23					10-Q
		11/8/94		25		31
		10/11/94		23		31
		7/20/94		23		30
		7/13/94		25		31
		5/10/94		24		30			DEF 14A
		3/8/94		23		30			8-K
		2/23/94		24		30
		12/31/93		19					10-K,  10-K/A,  11-K
		11/16/93		25		31
		11/9/93		24		30
		8/13/93		6
		4/30/93		23		30
		3/9/93		24		31
		12/8/92		24		30
									List all Filings

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/27/23  Bank of New York Mellon Corp.     10-K       12/31/22  180:45M
 2/25/22  Bank of New York Mellon Corp.     10-K       12/31/21  183:46M
 2/25/21  Bank of New York Mellon Corp.     10-K       12/31/20  185:44M