8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)—August 7, 2002

MELLON FINANCIAL CORPORATION

(Exact name of registrant as specified in charter)

Pennsylvania	1-7410	25-1233834
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
	One Mellon Center 500 Grant Street Pittsburgh, Pennsylvania (Address of principal executive offices)	15258 (Zip code)

Registrant’s telephone number, including area code—(412) 234-5000

Item 7.    Financial Statements and Exhibits

All exhibits are furnished pursuant to Item 9.

Exhibit Number	Description
99.1	Certification of Martin G. McGuinn pursuant to 18 U.S.C. §1350
99.2	Certification of Michael A. Bryson pursuant to 18 U.S.C. §1350
99.3	Sworn written statement of Martin G. McGuinn
99.4	Sworn written statement of Michael A. Bryson

Item 9.    Regulation FD Disclosure

On August 7, 2002, Mellon Financial Corporation filed with the Securities and Exchange Commission (the “Commission”) its Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 accompanied by the certifications of Martin G. McGuinn, Chief Executive Officer, and Michael A. Bryson, Chief Financial Officer, required pursuant to 18 U.S.C. §1350. Conformed copies of such certifications are attached hereto as Exhibits 99.1 and 99.2.

In accordance with the Order issued by the Commission on June 27, 2002 (“Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934,” File No. 4-460), Martin G. McGuinn, principal executive officer of Mellon Financial Corporation, and Michael A. Bryson, principal financial officer of Mellon Financial Corporation, on August 7, 2002, following the filing of the Form 10-Q referred to in the previous paragraph, executed and delivered for filing with the Commission their sworn written statements required by such Order. Conformed copies of such sworn written statements are attached hereto as Exhibits 99.3 and 99.4.

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SIGNATURES

Pursuant to the requirements 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.

MELLON FINANCIAL CORPORATION
By:	/s/    MICHAEL A. BRYSON
	Michael A. Bryson Chief Financial Officer

Date: August 7, 2002

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EXHIBIT INDEX

Number	Description	Method of Filing
99.1	Certification of Martin G. McGuinn pursuant to 18 U.S.C. §1350	Furnished herewith
99.2	Certification of Michael A. Bryson pursuant to 18 U.S.C. §1350	Furnished herewith
99.3	Sworn written statement of Martin G. McGuinn	Furnished herewith
99.4	Sworn written statement of Michael A. Bryson	Furnished herewith

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EX-99.1

Exhibit 99.1

Certification

Pursuant to 18 U.S.C. § 1350, the undersigned officer of Mellon Financial Corporation (the “Corporation”), hereby certifies that the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Dated: August 7, 2002	/s/    MARTIN G. MCGUINN
	Name:    Martin G. McGuinn
	Title:    Chief Executive Officer

EX-99.2

Exhibit 99.2

Certification

Pursuant to 18 U.S.C. § 1350, the undersigned officer of Mellon Financial Corporation (the “Corporation”), hereby certifies that the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Dated: August 7, 2002	/s/    MICHAEL A. BRYSON
	Name:    Michael A. Bryson
	Title:    Chief Financial Officer

EX-99.3

Exhibit 99.3

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE

OFFICER REGARDING FACTS AND CIRCUMSTANCES

RELATING TO EXCHANGE ACT FILINGS

I, Martin G. McGuinn, state and attest that:

(1)    To the best of my knowledge, based upon a review of the covered reports of Mellon Financial Corporation (the “Company”), and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)    I have reviewed the contents of this statement with the Company’s audit committee.

(3)    In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of the Company;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of the Company filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

	Subscribed and sworn to before me this 7th day of August 2002.
/s/    MARTIN G. MCGUINN	/s/    DIANE M. WAGNER
Martin G. McGuinn August 7, 2002	Notary Public
	My Commission Expires: March 5, 2005.

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EX-99.4

Exhibit 99.4

STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL

OFFICER REGARDING FACTS AND CIRCUMSTANCES

RELATING TO EXCHANGE ACT FILINGS

I, Michael A. Bryson, state and attest that:

(1)     To the best of my knowledge, based upon a review of the covered reports of Mellon Financial Corporation (the “Company”), and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)    I have reviewed the contents of this statement with the Company’s audit committee.

(3)     In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of the Company;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of the Company filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

	Subscribed and sworn to before me this 7th day of August 2002.
/s/    MICHAEL A. BRYSON	/s/    DIANE M. WAGNER
Michael A. Bryson August 7, 2002	Notary Public
	My Commission Expires: March 5, 2005.

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