SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HUGHEY MICHAEL K

(Last)

(First)

(Middle)

ONE MELLON CENTER

7TH FLOOR

(Street)

PITTSBURGH

15258-0001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MELLON FINANCIAL CORP [ MEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Controller

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2007		D		4,892	D	⁽¹⁾	0.00	D
Common Stock	07/01/2007		D		546.85	D	⁽¹⁾	0.00	I	401(k) Plan⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
EMP OPT (Right to Buy) Type I 7/99	$35.25	07/01/2007		D			4,500	07/23/2000⁽³⁾	07/22/2009	Common Stock	4,500	⁽³⁾	0.00	D
EMP OPT (Right to Buy) Type I 7/00	$40.25	07/01/2007		D			5,300	07/21/2001⁽³⁾	07/20/2010	Common Stock	5,300	⁽³⁾	0.00	D
EMP OPT (Right to Buy) Type R 10/00	$48.25	07/01/2007		D			3,777	10/31/2003⁽⁵⁾	07/16/2007	Common Stock	3,777	⁽⁵⁾	0.00	D
EMP OPT (Right to Buy) Type I 1/01	$44	07/01/2007		D			350	01/19/2002⁽³⁾	01/18/2011	Common Stock	350	⁽³⁾	0.00	D
EMP OPT (Right to Buy) Type I 7/01	$38.5	07/01/2007		D			5,520	07/20/2002⁽³⁾	07/19/2011	Common Stock	5,520	⁽³⁾	0.00	D
EMP OPT-Right to Buy-Type I 12/04	$30.65	07/01/2007		D			5,435	12/20/2005⁽³⁾	12/19/2014	Common Stock	5,435	⁽³⁾	0.00	D
EMP OPT-Right to Buy-Type NQ 12/05	$33.65	07/01/2007		D			2,872	12/19/2006⁽³⁾	12/18/2015	Common Stock	2,872	⁽³⁾	0.00	D
EMP OPT (Right to Buy) Type NQ 03/13/2007	$40.68	07/01/2007		D			10,004	03/13/2008⁽⁴⁾	03/12/2017	Common Stock	10,004	⁽⁴⁾	0.00	D

Explanation of Responses:

1. Disposed of in exchange for an equal number of shares of The Bank of New York Mellon Corporation ("BNY Mellon") pursuant to the merger of Mellon Financial Corporation into BNY Mellon (the "Merger").

2. Holdings reported as of 06/30/2007.

3. The options, which originally provided for vesting in three equal annual installments beginning on the date shown (and, to the extent not already exercisable, became fully exercisable on May 24, 2007 in connection with shareholder approval of the Merger), were exchanged in the Merger for an equal number of options of BNY Mellon.

4. The options, which provided for vesting in five equal annual installments beginning on the date shown, were exchanged in the Merger for an equal number of options of BNY Mellon.

5. The options, which provided for a three-year vesting period, were exchanged in the Merger for an equal number of options of BNY Mellon.

	/s/ Carl Krasik, Attorney-in-Fact	07/03/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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