8-K

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                                UNITED STATES
                      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):
                               April 12, 2005


                      THE BANK OF NEW YORK COMPANY, INC.
                      ----------------------------------
            (exact name of registrant as specified in its charter)


                                   NEW YORK
                                   --------
                (State or other jurisdiction of incorporation)


                 001-06152                          13-2614959
                 ---------                          ----------
       (Commission file number)      (I.R.S. employer identification number)


        One Wall Street, New York, NY                10286
        -----------------------------                -----
   (Address of principal executive offices)        (Zip code)


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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))



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ITEM 5.03   Amendments to Articles of Incorporation or Bylaws;
            ----------------------------------------------------
              Change in Fiscal Year
              ---------------------

     Effective April 12, 2005 the registrant amended Article VI Section 6.1
of its bylaws to eliminate the requirement that the office of Vice Chairman
be held by a director and the requirement that the offices of President and
Secretary be held by separate individuals.  The text of the amended bylaw
is filed herewith as Exhibit 3(ii).


ITEM 9.01   Financial Statements and Exhibits
            ---------------------------------

Index to and Description of Exhibits

(c)  Exhibit        Description
     -------        -----------
      3(ii)         Amended bylaw of The Bank of New York Company, Inc.,
                    Article VI, Section 6.1.





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                                   SIGNATURE
                                   ---------



     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 hereunto duly authorized.


Dated: April 15, 2005

                                       THE BANK OF NEW YORK COMPANY, INC.
                                       (Registrant)


                                       By:  /s/ Bruce W. Van Saun
                                            ----------------------------------
                                       Name:   Bruce W. Van Saun
                                       Title:  Senior Executive Vice President
                                                 and Chief Financial Officer

EX-3

                                                              Exhibit 3(ii)



                    THE BANK OF NEW YORK COMPANY, INC.
                                ARTICLE VI
                                 OFFICERS

     SECTION 6.1. Number and Qualifications.  The officers of the Company
shall be a Chairman, a President, one or more Vice Chairmen (herein called
Vice Chairman or Vice Chairmen), a Secretary, a Treasurer, and such other
officers, including but not by way of limitation Vice Presidents (who may
include one or more Executive Vice Presidents and Senior Vice Presidents), a
Comptroller and an Auditor, as may be elected or appointed in accordance with
the provisions of these By-laws.  The Chairman and the President shall be
elected, and the other officers may, but need not be, elected or appointed,
from among the directors.  One person may hold any two or more offices and
perform the duties thereof.