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^*

HASSELL GERALD L

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

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)	01/01/2007		L	V	34.3523	A	$39.16	674,161.3423⁽¹⁾	D
Common Stock (Par Value $7.50)	01/25/2007		G	V	700	D	$40.745	673,461.3423⁽¹⁾	D
Common Stock (Par Value $7.50)	02/02/2007		L	V	94.8216	A	$40.6498	673,556.1639⁽¹⁾	D
Common Stock (Par Value $7.50)	02/21/2007		G	V	8,000	D	$42.875	616,863.1639⁽¹⁾	D
Common Stock (Par Value $7.50)	05/04/2007		L	V	93.8601	A	$41.2886	606,801.024⁽¹⁾	D
Common Stock (Par Value $7.50)	06/15/2007		G	V	3,000	D	$42.515	626,367.024⁽¹⁾	D
Common Stock (Par Value $7.50)	07/01/2007		D		426,367.024	D	$41.5096⁽²⁾	0⁽¹⁾	D
Common Stock (Par Value $7.50)	07/01/2007		D		237,249.792	D	$41.5096	0⁽³⁾	I	by 401(k) Plan
Common Stock (Par Value $7.50)	06/08/2007		G	V	3,553	A	$39.08	23,480⁽⁴⁾	I	by Family Trust
Common Stock (Par Value $7.50)	07/01/2007		D		23,480	D	$41.5096⁽²⁾	0⁽⁴⁾	I	by Family Trust
Common Stock (Par Value $7.50)	06/08/2007		G	V	3,553	A	$39.08	23,480⁽⁴⁾	I	by Second Family Trust
Common Stock (Par Value $7.50)	07/01/2007		D		23,480	D	$41.5096⁽²⁾	0⁽⁴⁾	I	by Second Family Trust
Common Stock (Par Value $7.50)	07/01/2007		D		60,000⁽⁵⁾	D	$41.5096⁽²⁾	0	I	by Spouse Agnes
Common Stock (Par Value $7.50)	07/01/2007		D		200,000⁽⁶⁾	D	$41.5096⁽²⁾	0	I	GRAT 2007

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)
1/12/99 Stock Options $35.56	$35.56	07/01/2007		D			175,000	01/12/2000	01/12/2009	Common Stock (Par Value $7.50)	175,000	⁽⁷⁾	0	D
1/13/98 Stock Options $27.47	$27.47	07/01/2007		D			116,360	01/13/1999	01/13/2008	Common Stock (Par Value $7.50)	116,360	⁽⁷⁾	0	D
2/11/03 Stock Options $23.13	$23.13	07/01/2007		D			375,000	02/11/2004	02/11/2013	Common Stock (Par Value $7.50)	375,000	⁽⁷⁾	0	D
2/13/01 Stock Options $54.02	$54.02	07/01/2007		D			250,000	02/13/2002	02/13/2011	Common Stock (Par Value $7.50)	250,000	⁽⁷⁾	0	D
2/8/00 Stock Options $39.31	$39.31	07/01/2007		D			250,000	02/08/2001	02/08/2010	Common Stock (Par Value $7.50)	250,000	⁽⁷⁾	0	D
3/12/02 Stock Options $41.85	$41.85	07/01/2007		D			375,000	03/12/2003	03/12/2012	Common Stock (Par Value $7.50)	375,000	⁽⁷⁾	0	D
3/13/2007 Stock Options $38.11	$38.11	07/01/2007		D			202,504	03/13/2008	03/13/2017	Common Stock (Par Value $7.50)	202,504	⁽⁷⁾	0	D
3/14/06 Stock Options $34.99	$34.99	07/01/2007		D			165,000	03/14/2007	03/14/2016	Common Stock (Par Value $7.50)	165,000	⁽⁷⁾	0	D
3/4/04 Stock Options $33.09	$33.09	07/01/2007		D			175,000	03/04/2005	03/04/2014	Common Stock (Par Value $7.50)	175,000	⁽⁷⁾	0	D
4/2/2007 Stock Options $40.41	$40.41	07/01/2007		D			91,350	04/02/2008	04/02/2017	Common Stock (Par Value $7.50)	91,350	⁽⁷⁾	0	D
6/29/2007 Stock Options $41.44	$41.44	06/29/2007		A		500,000		07/01/2008⁽⁸⁾	06/29/2017	Common Stock (Par Value $7.50)	500,000	$41.44⁽⁷⁾	500,000	D
6/29/2007 Stock Options $41.44	$41.44	07/01/2007		D			500,000	07/01/2008	06/29/2017	Common Stock (Par Value $7.50)	500,000	⁽⁷⁾	0	D
Restricted Stock Units	$40.41	07/01/2007		D			30,450	⁽⁹⁾	04/02/2010	Common Stock (Par Value $7.50)	30,450	⁽¹⁰⁾	0	D

Explanation of Responses:

1. 22,566 of these shares have been previously reported as beneficially owned but had been held by Grantor Retained Annuity Trusts until June 8, 2007.

2. 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.

3. Represents number of stock units held indirectly in employer's stock fund in The Bank of New York Company, Inc. Employee Savings and Investment Plan, a 401(k) Plan, as of June 29, 2007. Previously reported as owned directly in Profit Sharing Plan. These units were disposed of in exchange for 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 price shown represents the closing price of Mellon Financial Corporation common stock on June 29, 2007 times .9434 for the shares represented by the units held.

4. Contribution of shares to a family trust. Reporting person has the right to reacquire the shares by substituting other property of equal value.

5. Reporting person disclaims beneficial ownership of these securities.

6. These shares were previously reported as directly beneficially owned but were contributed to a grantor retained annuity trust on June 27, 2007.

7. 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.

8. 1/3 vest on 7/1/2008, remaining 2/3 vest monthly pro rata for the twenty-four month period following 7/1/2008.

9. These restricted stock units vest on April 2, 2010.

10. 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.

	Gerald L. Hassell	07/03/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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