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):
                               October 11, 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 1.01 Entry into a Material Definitive Agreement.
          ------------------------------------------

On October 11, 2005 the Company's Board of Directors voted to change the
compensatory arrangements for non-employee directors, effective January 1,
2006.  The cash portion of a non-employee director's retainer will be
$45,000 per year. Each non-employee director will also receive an $1,800
board meeting fee and an $1,800 committee meeting fee. The equity portion
of a non-employee director's retainer will consist of whole shares of the
Company's common stock with a fair market value equal to $100,000 on the
date of award. The presiding director will receive a $10,000 annual
stipend.  Committee chairs will each receive a $3,000 annual retainer,
except the chairs of the Nominating and Governance Committee and the
Pension Committee who will receive a $5,000 annual retainer, chairs of the
Compensation and Organization Committee and Risk Committee who will receive
a $7,000 annual retainer and the chair of the Audit and Examining Committee
who will receive a $10,000 annual retainer.  The retainer schedule is set
forth in Exhibit 10 to this report.


ITEM 9.01 Financial Statement and Exhibits.
     -------------------------------------

Index to and Description of Exhibits

(c)  Exhibit        Description
     -------        -----------
        10          Retainer Schedule for Non-Employee Directors.




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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: October 17, 2005

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


                                       By:  /s/ Thomas J. Mastro
                                       -------------------------
                                       Name:   Thomas J. Mastro
                                       Title:  Comptroller

EX-10

                                                                 EXHIBIT 10


                              RETAINER SCHEDULE
                                     FOR
                            NON-EMPLOYEE DIRECTORS
                                      OF
                      THE BANK OF NEW YORK COMPANY, INC.
                         EFFECTIVE JANUARY 1, 2006


Annual Cash Retainer                      $45,000

Annual Equity Compensation                Shares of Company Common Stock with
                                          a fair market value* of $100,000 on
                                          the date of award.**

Board Meeting Fee                         $1,800 per meeting

Committee Meeting Fee                     $1,800 per meeting

Committee Chair Retainer

           Name of Committee              Retainer
       ---------------------------        --------

       Audit and Examining                $10,000
       Risk                               $ 7,000
       Compensation and Organization      $ 7,000
       Nominating and Governance          $ 5,000
       Pension                            $ 5,000
       Corporate Responsibility and
            Community Redevelopment       $ 3,000
       Fiduciary and Technology           $ 3,000
       Planning                           $ 3,000
       Presiding Director Annual Stipend  $10,000


*Fair market value is calculated by taking the average of the high and low
 price reported on the NYSE composite tape on the date of award.
**Rounded to the nearest whole share.