Exhibit 99

RETIREMENT SAVINGS PLAN OF

BNY ESI AND CO., INC.

Financial Statements for the

Years Ended December 31, 2003, 2002 and 2001

RETIREMENT SAVINGS PLAN OF

BNY ESI AND CO., INC.

TABLE OF CONTENTS

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 2003 AND 2002	2
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001	3
NOTES TO FINANCIAL STATEMENTS	4 - 8
SUPPLEMENTAL SCHEDULE
SCHEDULE H, LINE 4(i) – SCHEDULE OF ASSETS HELD AT END OF YEAR	9

Report of Independent Registered Public Accounting Firm

To the Committee and the Participants of the Retirement

Savings Plan of BNY ESI and Co., Inc.

New York, New York

We have audited the accompanying statements of net assets available for benefits of the Retirement Savings Plan of BNY ESI and Co., Inc. as of December 31, 2003 and 2002, and the related statements of changes in net assets available for benefits for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2003 and 2002, and the changes in its net assets available for benefits for each of the three years in the period ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2003 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

June 7, 2004

/S/    ERNST & YOUNG LLP

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RETIREMENT SAVINGS PLAN OF

BNY ESI AND CO., INC.

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

	December 31,
	2003		2002
ASSETS:
Investments at fair value:
Shares of registered investment companies
BNY Hamilton Funds	$	13,679,811	$	8,968,576
Other investment funds		14,644,275		9,324,074
Loans to participants		535,113		579,397
Total investments		28,859,199		18,872,047
Employer’s contributions receivable		2,957,359		3,453,980
Other receivables		34,853		—
Total assets		31,851,411		22,326,027
LIABILITIES:
Accounts payable		—		643
Total liabilities		—		643
NET ASSETS AVAILABLE FOR BENEFITS	$	31,851,411	$	22,325,384

See accompanying notes to financial statements.

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RETIREMENT SAVINGS PLAN OF

BNY ESI AND CO., INC.

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

	Years Ended December 31,
	2003		2002			2001
ADDITIONS:
Investment income:
Interest and dividend income	$	366,123	$	308,502		$	263,535
Total investment income		366,123		308,502			263,535
Contributions
Employer		2,922,194		3,362,692			3,185,572
Participant		2,663,511		2,762,867			2,094,971
Total contributions		5,585,705		6,125,559			5,280,543
Total additions		5,951,828		6,434,061			5,544,078
DEDUCTIONS:
Benefits paid to participants		1,402,666		1,464,905			892,527
Administrative expenses		5,272		6,001			3,400
Total deductions		1,407,938		1,470,906			895,927
Net increase prior to net appreciation/(depreciation) in fair value of investments		4,543,890		4,963,155			4,648,151
Net appreciation/(depreciation) in fair value of investments		4,982,137		(3,710,739	)		(2,850,257	)
Net increase		9,526,027		1,252,416			1,797,894
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year		22,325,384		21,072,968			19,275,074
End of year	$	31,851,411	$	22,325,384		$	21,072,968

See accompanying notes to financial statements.

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RETIREMENT SAVINGS PLAN OF

BNY ESI AND CO., INC.

NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF THE PLAN

General Information - The Retirement Savings Plan of BNY ESI and Co., Inc. (the “Plan”) is a defined contribution plan sponsored by BNY ESI and Co., Inc. (the “Company”), which is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan provides employees with an opportunity to invest up to 10% of their annual compensation, augmented by matching Company contributions as well as discretionary contributions made by the Company, to provide financial security during their working careers and additional income in their retirement.

Contributions - Participants may elect to contribute an amount from 1% to 10% of their pretax total compensation to the Plan. Participants may also transfer amounts representing distributions received from another employer’s qualified plan (as defined) to the Plan, provided certain conditions are met.

The Company provides a matching contribution equal to 200% of the first tier of the participant’s eligible contributions (as defined), plus 100% of the participant’s second tier of eligible contributions (as defined) for the Plan year. A participant’s first tier of eligible contributions is 2% of the participant’s compensation (as defined by the Plan). The second tier of eligible contributions is 2% of the participant’s compensation (as defined by the Plan).

The Company may also make a qualified non-elective contribution to the Plan in any Plan year. If made, the contribution is allocated to the separate accounts of those participants who are eligible for an allocation and are not highly compensated employees (as defined) for that Plan year. The Company’s contribution is allocated among the participants in the proportion that each participant’s compensation bears to the total compensation of all participants for the Plan year. The Company’s non-elective contribution to the Plan was $1,066,345, $1,025,829 and $793,889 for 2003, 2002 and 2001, respectively. The annual addition, which consists of the Company’s annual contribution and any participant voluntary contribution, allocated to a participant’s account each year is limited to 100% of the participant’s compensation up to a maximum of $40,000.

Participant Accounts - The participant’s account is credited with the applicable amount of Company contributions and any voluntary contributions made by the participant. Payments with respect to a participant’s interest under the Plan are charged to the participant’s account. The account is also credited or charged with the proportionate share of changes in the net assets of the Plan arising from investment activities.

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Vesting - Participants are 100% vested in their pre-tax and rollover contributions at all times. Vesting in the Company’s matching or non-elective contributions is determined on a graduated schedule based on the participant’s years of service. A participant is 100% vested after five years of service, or at the normal retirement age of 65. A participant’s account will also become 100% vested in the Company’s contributions in the event of the participant’s death or disability.

Investment Options - Each of the Plan’s participants directs the Trustee to invest their account in one or more of the investment funds sponsored by the Company. The investment funds offered to participants included the following registered investment company funds:

AIM Balanced Fund - Funds are invested mainly in equity and fixed income securities.

AIM Constellation Fund - Funds are invested mainly in equity securities with an emphasis on medium sized and smaller emerging growth companies.

AIM Income Fund - Funds are invested mainly in fixed-rate corporate debt and US Government obligations.

American High Income Trust Fund - Funds are invested mainly in high-yield, high-risk fixed income securities.

BNY Hamilton Equity Income Fund - Funds are invested mainly in equity securities of companies with above average dividend yields.

BNY Hamilton Intermediate Government Fund - Funds are invested mainly in securities issued or guaranteed by the US Government, its agencies or instrumentalities.

BNY Hamilton Large Cap Growth Fund - Funds are invested mainly in equity securities of companies that are believed to have superior growth potential.

BNY Hamilton Money Fund - Funds are invested mainly in money market instruments.

BNY Hamilton Small Cap Growth Fund - Funds are invested mainly in equity securities of emerging growth companies.

Dreyfus S&P 500 Index Fund - Funds are invested in a portfolio of securities that are structured according to the S&P 500 Index.

Neuberger & Berman International Fund - Funds are invested mainly in equity securities of non-US companies in Europe, the Far East and other regions, including emerging industrialized markets.

Templeton Developing Markets Fund - Funds are invested mainly in equity securities in developing markets of non-US companies in Asia, Latin America/Caribbean, Mid-East/Africa and Europe.

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Payment of Benefits and Withdrawals from the Plan - The value of a participant’s interest in the Plan is payable upon retirement, death or termination of employment. In the case of economic need or hardship, the Company may, at its discretion, permit participants to withdraw contributions prior to retirement or termination of employment.

Loans to Participants - Subject to certain limitations as described in the Plan’s Summary Plan Description, participants may borrow a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. Loans generally mature within five years, with the exception of loans made for purchase of a primary residence, which may be extended for a ten-year period, or upon termination of employment by the participant. Participant loans are secured by the balance in the participant’s account and bear interest at the prime lending rate plus one percent per annum. Principal and interest are paid ratably over the period of the loan through payroll deductions.

Forfeitures - Employer contributions receivable at December 31, 2003, 2002, and 2001 reflect forfeiture reductions of zero respectively.

Plan Termination - Although it has not expressed any intent to do so, the Company has the right to discontinue its contributions to the Plan at any time and to terminate the Plan subject to the provisions of ERISA. In that event, the assets of the Plan shall be converted into cash and distributed to the participants in proportion to their respective interests.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the more significant accounting policies of the Plan:

Use of Estimates - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Investment Valuation - Shares of registered investment companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. Loans to participants are valued at their outstanding principal balances.

Investment Transactions and Investment Income - Investment transactions are recognized on the trade date of the purchase or sale. Dividend income is recognized on the ex-dividend date. Interest income is recognized on an accrual basis.

Payment of Benefits - Benefits are recorded when paid.

Administrative Expenses - Certain administrative and investment services are provided to the Plan at no charge by The Bank of New York Company, Inc. Other minimal custodial fees are paid on behalf of the Plan by The Bank of New York Company, Inc.

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Tax Status - The Plan has received a determination letter from the Internal Revenue Service dated January 21, 2004, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, the related Trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Sponsor has indicated that it will take the necessary steps, if any, to bring the Plan’s operations into compliance with the Code.

3. INVESTMENTS

The fair values of individual investments that represent five percent or more of the Plan’s net assets available for benefits are as follows:

Investments at Fair Value as Determined by Quoted Market Prices:	December 31,
	2003		2002
Investments in registered investment companies:
AIM Constellation Fund	$	3,251,401	$	1,804,884
BNY Hamilton Large Cap Growth Fund		3,132,516		2,214,387
BNY Hamilton Money Fund		4,127,186		2,523,650
BNY Hamilton Small Cap Growth Fund		4,080,192		2,540,131
Dreyfus S&P 500 Index Fund		6,700,671		3,929,324

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The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in fair value as follows:

Net Appreciation (Depreciation) in Fair Value

	2003			2002			2001
AIM Balanced Fund	$	130,037		$	(177,557	)	$	(115,918	)
AIM Constellation Fund		742,190			(545,010	)		(500,908	)
AIM Income Fund		23,112			(16,652	)		(13,144	)
American High Income Trust Fund		79,675			(43,178	)		(11,143	)
BNY Hamilton Equity Income Fund		184,246			(210,063	)		(180,773	)
BNY Hamilton Intermediate Government Fund		(26,734	)		24,192			4,386
BNY Hamilton Large Cap Growth Fund		604,558			(642,624	)		(779,910	)
BNY Hamilton Small Cap Growth Fund		1,123,151			(799,254	)		(429,550	)
Dreyfus S&P 500 Index Fund		1,387,849			(1,173,862	)		(602,760	)
Neuberger & Berman International Fund		456,911			(116,033	)		(187,061	)
Templeton Developing Markets Fund		277,142			(10,698	)		(33,476	)
	$	4,982,137		$	(3,710,739	)	$	(2,850,257	)

The Plan’s investments in the BNY Hamilton Funds earned interest and dividend income of $101,981 in 2003, $139,344 in 2002 and $122,970 in 2001.

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SUPPLEMENTAL SCHEDULE

RETIREMENT SAVINGS PLAN OF

BNY ESI AND CO., INC.

SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS HELD

AT END OF YEAR

Identity of Issue, Borrower, Lessor or Similar Party	Number of Shares Held	Fair Value
AIM Balanced Fund	39,930	$	955,525
AIM Constellation Fund	151,158		3,251,401
AIM Income Fund	112,745		753,136
American High Income Trust Fund	55,531		684,692
* BNY Hamilton Equity Income Fund	89,869		1,108,078
* BNY Hamilton Intermediate Government Fund	119,945		1,231,839
* BNY Hamilton Large Cap Growth Fund	332,539		3,132,516
* BNY Hamilton Money Fund	4,127,186		4,127,186
* BNY Hamilton Small Cap Growth Fund	264,090		4,080,192
Dreyfus S&P 500 Index Fund	206,620		6,700,671
Neuberger & Berman International Fund	96,710		1,358,777
Templeton Developing Markets Fund	62,301		933,885
Collective Short Term Investment Fund	6,188		6,188
			28,324,086
Participant loans	interest rates of Prime, and maturities of less than ten years		535,113
TOTAL INVESTMENTS		$	28,859,199

* Represents a party-in-interest

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