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):
                               September 12, 2006

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


  NEW YORK                 001-06152               13-2614959
  --------                 ---------               ---------
(State or other jurisdiction  (Commission       (I.R.S. employer
 of incorporation)             file number)      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 7.01   Regulation FD Disclosure

On September 12, 2006, the Board of Directors of The Bank of New York
Company, Inc. (the "Company"), amended the Company's Corporate Governance
Guidelines. Under the amended guidelines, any nominee for director who fails
to receive more "for" votes than "withhold" votes in an uncontested election
is required to submit his or her resignation to the Presiding Director.
The Presiding Director will refer the matter to the Nominating and Governance
Committee, which will recommend to the Board whether to accept the tendered
resignation or reject it.  Within 90 days of the certification of the election,
the Board will act on the Nominating and Governance Committee's
recommendation. On a Form 8-K, the Company will promptly disclose its decision
whether to accept the director's resignation as tendered. The text of the
complete provision of the guidelines regarding the election of directors is
filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference in
its entirety.

This provision on voting for directors will be summarized or included in the
Company's annual proxy statement. The Company provides access to its
updated Corporate Governance Guidelines through its website at
www.bankofny.com.


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

Index to and Description of Exhibits

(d)  Exhibit No.     Description
     -----------     -----------
        99.1	     Section 1.D. of the Company's Corporate Governance
                     Guidelines regarding the election of 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: September 25, 2006


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


                                    By: /s/ Bart Schwartz
                                    -------------------------
                                    Name:  Bart Schwartz
                                    Title: Secretary and
                                           Corporate Governance Officer




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                                 EXHIBIT INDEX
                                 -------------


Exhibit No.     Description
- -----------     -----------
    99.1	Section 1.D. of the Company's Corporate Governance Guidelines
                regarding the election of directors.

EX-99

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							    Exhibit 99.1


D. Effect of a Failure to Receive a Majority of "For" Votes in
   a Director Election

1. Required Resignation. In an uncontested election of directors, any
incumbent director who fails to receive more "For" votes than "Withhold"
will promptly tender his or her resignation to the Presiding Director
(or such other director designated by the Board if the director failing
to receive the majority of votes cast is the Presiding Director) following
certification of the stockholder vote.  The Presiding Director shall then
refer the matter to the Nominating and Governance Committee.

2. Consideration of Resignation. The Nominating and Governance Committee
will promptly consider the resignation submitted by an incumbent director
who fails to receive more "for" votes than "withhold" votes and will recommend
to the Board whether to accept the tendered resignation or reject it.
If, because of recusals, the Nominating and Governance Committee is unable
to meet and consider the issue with a quorum of its members participating
in the discussion, the Board may assign the issue to another committee
consisting solely of independent directors or may deliberate and decide the
issue without first referring it to a committee.  In considering whether to
accept or reject the tendered resignation, the Nominating and Governance
Committee (or other committee to which the issue is assigned) will consider
whatever factors its members deem relevant including, without limitation,
the stated reasons for the "withhold" votes, the length of service and
qualifications of the director whose resignation has been tendered, the
director's contributions to the Company, and the mix of skills and
backgrounds on the Board.

3. Board Action. The Board will act on the Nominating and Governance
Committee's recommendation no later than 90 days following the certification
of the election in question. In considering the Nominating and Governance
Committee's recommendation, the Board will consider the factors considered by
the Nominating and Governance Committee and such additional information and
factors as the directors deem relevant. Following the Board's decision on the
Nominating and Governance Committee's recommendation, the Company will publicly
disclose the Board's decision (and, if applicable, the reasons for rejecting
the tendered resignation) in a Form 8-K filed with the Securities and Exchange
Commission.  If the Board does not accept the director's resignation, it may
elect to address the underlying stockholder concerns related to the "withheld"
votes or take such other actions that the Board deems appropriate and in the
best interests of the Company and its stockholders.

4. Vacancies. To the extent that the Board accepts one or more directors'
resignations, the Nominating and Governance Committee will recommend to the
Board whether to fill such vacancy or vacancies or to reduce the size of the
Board.

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5. Recusal.  Any director who tenders his or her resignation pursuant to
this provision will not vote on the issue of whether his or her tendered
resignation shall be accepted or rejected.

6. Inclusion in Company's Corporate Governance Guidelines. This corporate
governance guideline will be included in the Company's Corporate Governance
Guidelines and published on the Company's website.