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^*

LIFTIN JOHN M

(Last)

(First)

(Middle)

ONE WALL STREET

(Street)

NEW YORK

10286

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BANK OF NEW YORK CO INC [ BK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chair and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2007

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 (Par Value $7.50)	07/01/2007		D		25,500	D	$41.5069⁽¹⁾	0	D

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)
3/13/2007 Stock Options $38.11	$38.11	06/30/2007		D			68,115	03/13/2008⁽²⁾	03/13/2017	Common Stock (Par Value $7.50)	68,115	⁽³⁾	0	D
3/14/06 Stock Options $34.99	$34.99	06/29/2007		D			100,000	03/14/2007	06/29/2012	Common Stock (Par Value $7.50)	100,000	⁽³⁾	0	D
4/2/2007 Stock Options $40.41	$40.41	06/30/2007		D			33,750	01/01/2007⁽⁴⁾	04/02/2017	Common Stock (Par Value $7.50)	33,750	⁽³⁾	0	D
Restricted Stock Units	$34.95	06/30/2007		D			23,610	⁽⁵⁾	⁽⁵⁾	Common Stock (Par Value $7.50)	23,610	⁽⁶⁾	0	D
Restricted Stock Units	$40.41	06/30/2007		D			11,250	⁽⁷⁾	04/02/2010	Common Stock (Par Value $7.50)	11,250	⁽⁶⁾	0	D

Explanation of Responses:

1. Disposed of in exchange for shares of The Bank of New York Mellon Corporation ("BNY Mellon") pursuant to the merger of The Bank of New York Company, Inc. ("BNY") into BNY Mellon. The exchange ratio in the merger was .9434 shares of BNY Mellon for each share of BNY, with fractional shares paid in cash under the merger agreement at a price of $41.5096 per share, except in the case of certain benefit plans, as to which fractional shares will be rolled over.

2. The expiration date of these options has been accelerated to June 29, 2012.

3. Disposed of in exchange for options of The Bank of New York Mellon Corporation ("BNY Mellon") pursuant to the merger of The Bank of New York Company, Inc. ("BNY") into BNY Mellon. The exchange ratio in the merger was .9434 shares of BNY Mellon for each share of BNY.

4. One sixth of these options vest pro rata monthly from January 1, 2007 through June 29, 2007; the remaining options are cancelled. The options expire on June 29, 2012.

5. These restricted stock units vested on June 29, 2007.

6. Disposed of in exchange for restricted stock units of The Bank of New York Mellon Corporation ("BNY Mellon") pursuant to the merger of The Bank of New York Company, Inc. ("BNY") into BNY Mellon. The exchange ratio in the merger was .9434 shares of BNY Mellon for each share of BNY.

7. One sixth of these restricted stock units have vested; the remaining units to be cancelled.

	John Liftin	07/03/2007
	** Signature of Reporting Person	Date
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