1




                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q



(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2002

                                  OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 1-6152

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

NEW YORK                                             13-2614959
(State or other jurisdiction of                     (I.R.S. employer
 incorporation or organization)                      identification number)


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


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


    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months(or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.                         Yes [X]    No [ ]


    The number of shares outstanding of the issuer's Common Stock,
$7.50 par value, was 727,922,515 shares as of April 30, 2002.


 2


                     THE BANK OF NEW YORK COMPANY, INC.
                                 FORM 10-Q
                             TABLE OF CONTENTS



PART 1.  FINANCIAL INFORMATION
------------------------------

Item 1.  Financial Statements

          Consolidated Balance Sheets
          March 31, 2002 and December 31, 2001                      3

          Consolidated Statements of Income
          For the Three Months Ended March 31, 2002 and 2001        4

          Consolidated Statement of Changes In
          Shareholders' Equity For the Three
          Months Ended March 31, 2002                               5

          Consolidated Statements of Cash Flows
          For the Three Months Ended March 31, 2002 and 2001        6

          Notes to Consolidated Financial Statements                7

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                       12

Item 3.  Quantitative and Qualitative Disclosures about Market
         Risk. (See "Trading Activities")                          18

PART 2.  OTHER INFORMATION
--------------------------

Item 1.  Legal Proceedings                                         31

Item 6.  Exhibits and Reports on Form 8-K                          33

SIGNATURE                                                          34


 3

PART 1.  FINANCIAL INFORMATION
Item 1.  Financial Statements
-----------------------------

                      THE BANK OF NEW YORK COMPANY, INC.
                          Consolidated Balance Sheets
                  (Dollars in millions, except per share amounts)
                                  (Unaudited)


                                                            March 31,        December 31,
                                                              2002                2001
                                                              ----                ----
                                                                         
Assets
------
Cash and Due from Banks                                    $ 3,788             $ 3,222
Interest-Bearing Deposits in Banks                           4,532               6,619
Securities:
  Held-to-Maturity (Fair value of $1,200 in 2002
   and $1,178 in 2001)                                       1,233               1,211
  Available-for-Sale                                        12,437              11,651
                                                           -------             -------
    Total Securities                                        13,670              12,862
Trading Assets at Fair Value                                 8,357               8,270
Federal Funds Sold and Securities Purchased Under Resale
 Agreements                                                  2,026               4,795
Loans (less allowance for credit losses of $616 in 2002
 and in 2001)                                               34,817              35,131
Premises and Equipment                                       1,053                 992
Due from Customers on Acceptances                              602                 313
Accrued Interest Receivable                                    256                 236
Goodwill                                                     2,198               2,065
Intangible Assets                                               50                  19
Other Assets                                                 5,430               6,501
                                                           -------             -------
     Total Assets                                          $76,779             $81,025
                                                           =======             =======

Liabilities and Shareholders' Equity
------------------------------------
Deposits
 Noninterest-Bearing (principally domestic offices)        $11,404             $12,635
 Interest-Bearing
   Domestic Offices                                         18,134              16,553
   Foreign Offices                                          24,137              26,523
                                                           -------             -------
     Total Deposits                                         53,675              55,711
Federal Funds Purchased and Securities
 Sold Under Repurchase Agreements                            1,687               1,756
Trading Liabilities                                          2,002               2,264
Other Borrowed Funds                                         1,577               2,363
Acceptances Outstanding                                        604                 358
Accrued Taxes and Other Expenses                             3,840               3,766
Accrued Interest Payable                                        71                  92
Other Liabilities                                            1,698               3,422
Long-Term Debt                                               5,271               4,976
                                                           -------             -------
     Total Liabilities                                      70,425              74,708
                                                           -------             -------

Shareholders' Equity
 Class A Preferred Stock - par value $2.00 per share,
  authorized 5,000,000 shares, outstanding 3,500 shares
  in 2002 and 2001                                               -                   -
 Common Stock-par value $7.50 per share,
  authorized 2,400,000,000 shares, issued
  992,958,016 shares in 2002 and
  990,773,101 shares in 2001                                 7,447               7,431
 Additional Capital                                            784                 741
 Retained Earnings                                           4,608               4,383
 Accumulated Other Comprehensive Income                          6                  80
                                                           -------             -------
                                                            12,845              12,635
 Less: Treasury Stock (264,110,599 shares in 2002
        and 260,449,527 shares in 2001), at cost             6,485               6,312
       Loan to ESOP (823,810 shares in 2002
        and 2001), at cost                                       6                   6
                                                           -------             -------
     Total Shareholders' Equity                              6,354               6,317
                                                           -------             -------
     Total Liabilities and Shareholders' Equity            $76,779             $81,025
                                                           =======             =======

----------------------------------------------------------------------------------------
Note: The balance sheet at December 31, 2001 has been derived from the audited financial
statements at that date.
See accompanying Notes to Consolidated Financial Statements.





 4
                         THE BANK OF NEW YORK COMPANY, INC.
                         Consolidated Statements of Income
                       (In millions, except per share amounts)
                                    (Unaudited)


                                                                For the three
                                                                months ended
                                                                  March 31,

                                                              2002        2001
                                                              ----        ----
                                                                  
Interest Income
---------------
Loans                                                       $  383      $  676
Securities
  Taxable                                                      141          78
  Exempt from Federal Income Taxes                              16          17
                                                            ------      ------
                                                               157          95
Deposits in Banks                                               35          70
Federal Funds Sold and Securities Purchased
 Under Resale Agreements                                        14          51
Trading Assets                                                  73         141
                                                            ------      ------
    Total Interest Income                                      662       1,033
                                                            ------      ------
Interest Expense
----------------
Deposits                                                       161         463
Federal Funds Purchased and Securities Sold
 Under Repurchase Agreements                                     8          32
Other Borrowed Funds                                            28          31
Long-Term Debt                                                  53          80
                                                            ------      ------
    Total Interest Expense                                     250         606
                                                            ------      ------
Net Interest Income                                            412         427
-------------------
Provision for Credit Losses                                     35          30
                                                            ------      ------
Net Interest Income After Provision for
 Credit Losses                                                 377         397
                                                            ------      ------
Noninterest Income
------------------
Servicing Fees
 Securities                                                    448         458
 Global Payment Services                                        73          69
                                                            ------      ------
                                                               521         527
Private Client Services and
 Asset Management Fees                                          81          79
Service Charges and Fees                                        83          90
Foreign Exchange and Other Trading Activities                   63          83
Securities Gains                                                31          45
Other                                                           31          34
                                                            ------      ------
    Total Noninterest Income                                   810         858
                                                            ------      ------
Noninterest Expense
-------------------
Salaries and Employee Benefits                                 384         394
Net Occupancy                                                   49          50
Furniture and Equipment                                         34          30
Other                                                          174         179
                                                            ------      ------
    Total Noninterest Expense                                  641         653
                                                            ------      ------
Income Before Income Taxes                                     546         602
Income Taxes                                                   184         218
                                                            ------      ------
Net Income                                                  $  362      $  384
----------                                                  ======      ======
Per Common Share Data:
----------------------
   Basic Earnings                                            $0.50       $0.53
   Diluted Earnings                                           0.50        0.52
   Cash Dividends Paid                                        0.19        0.18
Diluted Shares Outstanding                                     730         743


----------------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements





 5




                       THE BANK OF NEW YORK COMPANY, INC.
             Consolidated Statement of Changes in Shareholders' Equity
                       For the three months ended March 31, 2002
                                 (In millions)
                                  (Unaudited)
                                                                    

Common Stock
Balance, January 1                                                        $ 7,431
  Issuances in Connection with Employee Benefit Plans                          16
                                                                          -------

Balance, March 31                                                           7,447
                                                                          -------

Additional Capital
Balance, January 1                                                            741
  Issuances in Connection with Employee Benefit Plans                          43
                                                                          -------

Balance, March 31                                                             784
                                                                          -------

Retained Earnings
Balance, January 1                                                          4,383
  Net Income                                                       $ 362      362
  Cash Dividends on Common Stock                                             (137)
                                                                          -------

Balance, March 31                                                           4,608
                                                                          -------

Accumulated Other Comprehensive Income

    Securities Valuation Allowance
    Balance, January 1                                                        114
      Change in Fair Value of Securities Available-for-Sale,
        Net of Taxes of $(30) Million                                (52)     (52)
      Reclassification Adjustment, Net of Taxes of $(9) Million      (13)     (13)
                                                                          -------

    Balance, March 31                                                          49
                                                                          -------

    Foreign Currency Items
    Balance, January 1                                                        (46)
      Foreign Currency Translation Adjustment,
        Net of Taxes of $(3) Million                                  (7)      (7)
                                                                          -------

    Balance, March 31                                                         (53)
                                                                          -------

    Unrealized Derivative Gains
    Balance, January 1                                                         12
      Net Unrealized Derivative Gains on Cash Flow Hedges,
       Net of Taxes of $(1) Million                                   (2)      (2)
                                                                   ------ -------

    Balance, March 31                                                          10
                                                                          -------

Total Comprehensive Income                                         $ 288
                                                                   ======
Less Treasury Stock
Balance, January 1                                                          6,312
  Issued                                                                      (33)
  Acquired                                                                    206
                                                                          -------

Balance, March 31                                                           6,485
                                                                          -------

Less Loan to ESOP
Balance, January 1                                                              6
                                                                          -------

Balance, March 31                                                               6
                                                                          -------

Total Shareholders' Equity, March 31                                      $ 6,354
                                                                          =======



------------------------------------------------------------------------------------
Comprehensive Income for the three months ended March 31, 2002 and 2001 was
$288 million and $307 million.
See accompanying Notes to Consolidated Financial Statements.




 6


                        THE BANK OF NEW YORK COMPANY, INC.
                      Consolidated Statements of Cash Flows
                                 (In millions)
                                  (Unaudited)



                                                         For the three months
                                                            Ended March 31,

                                                             2002       2001
                                                             ----       ----
                                                                
Operating Activities
Net Income                                                 $  362     $  384
Adjustments to Determine Net Cash attributable to
 Operating Activities:
  Provision for Losses on Credit and Other Real Estate         35         32
  Depreciation and Amortization                                52         64
  Deferred Income Taxes                                       122        128
  Securities Gains                                            (31)       (45)
  Change in Trading Activities                               (435)       190
  Change in Accruals and Other, Net                          (674)       652
                                                           ------     ------
Net Cash (Used) Provided by Operating Activities             (569)     1,405
                                                           ------     ------
Investing Activities
Change in Interest-Bearing Deposits in Banks                2,070      1,654
Purchases of Securities Held-to-Maturity                      (50)         -
Maturities of Securities Held-to-Maturity                      27          -
Purchases of Securities Available-for-Sale                 (5,050)      (903)
Sales of Securities Available-for-Sale                      2,474        836
Maturities of Securities Available-for-Sale                 1,665        381
Net Principal Disbursed on Loans to Customers                 (45)      (814)
Sales of Loans and Other Real Estate                          129        187
Change in Federal Funds Sold and Securities
 Purchased Under Resale Agreements                          2,769      2,328
Purchases of Premises and Equipment                           (92)       (29)
Acquisitions, Net of Cash Acquired                           (212)      (240)
Proceeds from the Sale of Premises and Equipment                -          2
Other, Net                                                     45        (72)
                                                           ------     ------
Net Cash Provided by Investing Activities                   3,730      3,330
                                                           ------     ------
Financing Activities
Change in Deposits                                         (1,860)    (4,987)
Change in Federal Funds Purchased and Securities
 Sold Under Repurchase Agreements                             (69)       (28)
Change in Other Borrowed Funds                               (787)       305
Proceeds from the Issuance of Long-Term Debt                  375          -
Repayments of Long-Term Debt                                  (35)       (60)
Issuance of Common Stock                                       92        117
Treasury Stock Acquired                                      (206)      (390)
Cash Dividends Paid                                          (137)      (131)
                                                           ------     ------
Net Cash (Used) by Financing Activities                    (2,627)    (5,174)
                                                           ------     ------
Effect of Exchange Rate Changes on Cash                        32        161
                                                           ------     ------
Change in Cash and Due From Banks                             566       (278)
Cash and Due from Banks at Beginning of Period              3,222      3,125
                                                           ------     ------
Cash and Due from Banks at End of Period                   $3,788     $2,847
                                                           ======     ======

----------------------------------------------------------------------------
Supplemental Disclosure of Cash Flow Information
Cash Paid During the Period for:
    Interest                                               $  272     $  582
    Income Taxes                                              (98)        11


----------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements.




 7
                        THE BANK OF NEW YORK COMPANY, INC.
                    Notes to Consolidated Financial Statements

1.  General
    -------

     The accounting and reporting policies of The Bank of New York Company,
Inc. (the Company), a financial holding company, and its subsidiaries conform
with generally accepted accounting principles and general practice within the
banking industry. Such policies are consistent with those applied in the
preparation of the Company's annual financial statements.

     The accompanying consolidated financial statements are unaudited. In the
opinion of management, all adjustments necessary for a fair presentation of
financial position, results of operations and cash flows for the interim
periods have been made. Such adjustments are of a normal recurring nature.

2.  Acquisitions and Dispositions
    -----------------------------

     The Company continues to be an active acquirer of securities servicing
and asset management businesses. During the first quarter of 2002, 4
businesses were acquired for a total cost of $205 million, primarily paid in
cash. The Company records the fair value of contingent payments as an
additional cost of the entity acquired in the period that the payment becomes
probable. Potential contingent payments related to first quarter acquisitions
are $185 million.

     Goodwill related to first quarter 2002 acquisition transactions was $133
million, of which $70 million is deductible for tax purposes. All of the
goodwill was assigned to the Company's Servicing and Fiduciary Business
segment. At March 31, 2002, the Company was liable for potential contingent
payments related to acquisitions in the amount of $356 million. During the
first quarter of 2002, the Company paid $6 million for contingent payments
related to acquisitions made in prior years. The pro forma effect of the 2002
acquisitions is not material to first quarter 2002 results.

     In January 2002, the Company signed a definitive agreement to acquire the
correspondent clearing business of Weiss, Peck & Greer, LLC adding
approximately 70 new correspondent clearing clients. The Company anticipates
that this transaction will close by the end of May 2002.

     In February 2002, the Company acquired Autranet, Inc., a subsidiary of
Credit Suisse First Boston (USA), Inc. This acquisition provides the Company
with one of the largest providers of independently originated research
services in the U.S. and maintains relationships with over 500 institutional
investment managers. Autranet provides a full range of services covering every
aspect of the third party research process including trade execution,
operational and administrative support, research selection and procurement
services and regulatory support.

     In February 2002, the Company acquired G-Trade Services, Ltd. and other
related wholly-owned subsidiaries of the Credit Lyonnais SA Group. G-Trade, a
leading provider of wholesale execution services including electronic direct
access trading in 22 markets and basket trading capabilities in 65 markets
worldwide, is the executing and clearing broker for non-U.S. equities executed
through the Bloomberg Tradebook system. This acquisition will greatly expand
the Company's non-dollar institutional trading capabilities and enhance the
range of international services that the Company offers in the institutional
brokerage and clearing services sector.

     In February 2002, the Company acquired the Core International ADR and
Domestic Equity Index institutional investment management businesses of Axe-

 8

Houghton Associates, Inc. based in Rye Brook, New York. This transaction will
add approximately $2.6 billion in assets under management.

     In March 2002, the Company acquired Jaywalk, Inc., a third-party
aggregator of quality independent investment research. The acquisition offers
quantitative, fundamental, technical, sell strategy and intellectual property
analyses covering thousands of securities. Jaywalk brings together top
independent research providers on one platform, enabling institutional money
management clients to generate new investment ideas and strategies.

     In April 2002, the Company signed a definitive agreement to acquire
Beacon Fiduciary Advisors, a privately held asset management firm based on
Chestnut Hill, Massachusetts. Beacon manages in excess of $700 million for
over 350 high-net-worth individuals nationwide. The Company anticipates that
this transaction will close by the end of May 2002.

     In May 2002, the Company acquired Gannet Welsh & Kotler, Inc ("GW&K"), a
privately held asset management firm based in Boston, Massachusetts. GW&K
manages approximately $5 billion for high-net-worth individuals and small to
mid-size institutions located in the Boston area and nationwide. This
acquisition offers both fixed income and equity portfolio management services.

3.  Allowance for Credit Losses
    ---------------------------

     The allowance for credit losses is maintained at a level that, in
management's judgment, is adequate to absorb probable losses associated with
specifically identified loans, as well as estimated probable credit losses
inherent in the remainder of the loan portfolio at the balance sheet date.
Management's judgment includes the following factors, among others: risks of
individual credits; past experience; the volume, composition, and growth of
the loan portfolio; and economic conditions.

     The Company conducts a quarterly portfolio review to determine the
adequacy of its allowance for credit losses. All commercial loans over $1
million are assigned to specific risk categories. Smaller commercial and
consumer loans are evaluated on a pooled basis and assigned to specific risk
categories. Following this review, senior management of the Company analyzes
the results and determines the allowance for credit losses. The Risk Committee
of the Company's Board of Directors reviews the allowance at the end of each
quarter.

     The portion of the allowance for credit losses allocated to impaired
loans (nonaccrual commercial loans over $1 million) is measured by the
difference between their recorded value and fair value. Fair value is either
the present value of the expected future cash flows from borrowers, the market
value of the loan, or the fair value of the collateral.

     Commercial loans are placed on nonaccrual status when collateral is
insufficient and principal or interest is past due 90 days or more, or when
there is reasonable doubt that interest or principal will be collected.
Accrued interest is usually reversed when a loan is placed on nonaccrual
status. Interest payments received on nonaccrual loans may be recognized as
income or applied to principal depending upon management's judgment.
Nonaccrual loans are restored to accrual status when principal and interest
are current or they become fully collateralized. Consumer loans are not
classified as nonperforming assets, but are charged off and interest accrued
is suspended based upon an established delinquency schedule determined by
product. Real estate acquired in satisfaction of loans is carried in other
assets at the lower of the recorded investment in the property or fair value
minus estimated costs to sell.

 9


     Transactions in the allowance for credit losses are summarized as
follows:
                                          Three months ended
                                               March 31,
(In millions)                            2002            2001
                                         ----            ----

Balance, Beginning of Period             $616            $616
  Charge-Offs                             (37)            (32)
  Recoveries                                2               2
                                         ----            ----
  Net Charge-Offs                         (35)            (30)
  Provision                                35              30
                                         ----            ----
 Balance, End of Period                  $616            $616
                                         ====            ====

4.  Capital Transactions
    --------------------

     As of April 30, 2002, the Company has approximately 6 million common
shares remaining to repurchase under its 16 million share buyback programs.
During the second quarter of 2001, the Company filed a new shelf registration
statement. At April 30, 2002, the registration statement has a remaining
capacity of approximately $0.4 billion of debt, preferred stock, preferred
trust securities, or common stock.

5.  Earnings Per Share
    ------------------

     The following table illustrates the computations of basic and diluted
earnings per share for the three months ended March 31, 2002 and 2001:

                                                  Three Months Ended
                                                      March 31,
(In millions, except per share amounts)
                                                   2002      2001
                                                   ----      ----

Net Income (1)                                     $362      $384
                                                   ====      ====

Basic Weighted Average
 Shares Outstanding                                 722       732
Shares Issuable on Exercise of
 Employee Stock Options                               8        11
                                                   ----      ----
Diluted Weighted Average Shares Outstanding         730       743
                                                   ====      ====

Basic Earnings Per Share:                         $0.50     $0.53
Diluted Earnings Per Share:                        0.50      0.52

(1)  Net income, net income available to common shareholders and
     diluted net income are the same for all periods presented.

6.  Commitments and Contingent Liabilities
    --------------------------------------

     In the ordinary course of business, there are various legal claims
pending against the Company and its subsidiaries. In the opinion of
management, liabilities arising from such claims, if any, would not have a
material effect upon the Company's consolidated financial statements.

 10


7.  Goodwill and Intangibles
    ------------------------

     Effective January 1, 2002, a new accounting standard requires the Company
to test goodwill and indefinite lived intangible assets for impairment rather
than amortize them. A reconciliation of previously reported net income and
earnings per share to the amounts adjusted for the exclusion of goodwill
amortization net of the related tax effect follows:



(In millions, except                                                               Three Months
 per share amounts)                                                               Ended March 31,
                                       2001           2000           1999              2001
                               -------------------  --------  -------------------    --------
                               Reported Normalized  Reported  Reported Normalized    Reported
                               -------- ----------  --------  -------- ----------    --------
                                                                     
Net Income                      $1,343    $1,492     $1,429    $1,739    $1,243        $384
Add: Goodwill Amortization,
      Net of Tax                    73        73         85        77        77          20
                                ------    ------     ------    ------    ------        ----
Adjusted Net Income             $1,416    $1,565     $1,514    $1,816    $1,320        $404
                                ======    ======     ======    ======    ======        ====

Diluted Earnings Per Common Share:

Net Income                       $1.81     $2.01      $1.92     $2.27     $1.66       $0.52
Goodwill Amortization,
 Net of Tax                       0.10      0.10       0.11      0.10      0.10        0.03
                                 -----     -----      -----     -----     -----       -----
Adjusted Net Income              $1.91     $2.11      $2.03     $2.37     $1.76       $0.55
                                 =====     =====      =====     =====     =====       =====


     The 2001 normalized results exclude the $242 million impact of the
World Trade Center disaster, the $175 million related initial insurance
recovery, the $190 million special provision on the accelerated disposition
of telecommunications loans and the related tax effects. The 1999
normalized results exclude the $1,020 million gain on the sale of BNY
Financial Corporation, as well as the $124 million liquidity charge related
to the sale of loans.

Goodwill by segment for the quarter ended March 31, 2002 is as follows:



                    Servicing
                       and
                    Fiduciary   Corporate   Retail   Financial Consolidated
(In millions)       Businesses   Banking    Banking   Markets     Total
                    ----------  ---------   -------  --------- -----------
                                                  
Balance as of
March 31, 2002       $2,058        $31       $109       $ -      $2,198
                     ======        ===       ====       ===      ======


     The Company's business segments are tested annually for goodwill
impairment. The Company completed its initial evaluation of goodwill for
impairment and determined that no impairment loss was required.

Intangible Assets
---------------------


                                                                   Weighted
                               Gross                     Net       Average
(In millions)                 Carrying   Accumulated   Carrying  Amortization
                               Amount   Amortization    Amount  Period in Years
                              -------   -------------  -------  ---------------
                                                         
Intangible Assets               $78         $(28)        $50         15



 11


     The aggregate amortization expense of intangibles and goodwill was
$2 million and $29 million for the quarters ended March 31, 2002 (intangibles
only) and 2001, respectively. Estimated amortization expense for the next five
years is as follows:


                         For the year ended       Amortization
(In millions)               December 31,            Expense
                       ----------------------   ----------------

                                2002                 $ 7
                                2003                   7
                                2004                   6
                                2005                   5
                                2006                   5


 12



Item 2.  Management's Discussion and Analysis of Financial Condition and
------------------------------------------------------------------------
Results of Operations
---------------------

     The Company's actual results of future operations may differ from those
set forth in certain forward looking statements contained herein. Refer to
further discussion under the heading "Forward Looking Statements".

     The Company reported first quarter diluted earnings per share of 50
cents, compared with 52 cents earned in the first quarter of 2001 and 45 cents
in the fourth quarter of 2001. Net income of $362 million for the first
quarter was down from $384 million a year ago, but up from $331 million in the
fourth quarter.

     As anticipated, activity in the global capital markets continued to be
soft through the first quarter. In particular, global equity trading levels
were disappointing reflecting in part a lack of investor confidence.
Nonetheless, the Company's diversified businesses performed well given the
environment. The Company maintained its leading market share in securities
servicing which positions itself well to capture an increasing share of new
business. The Company continues to actively manage itself for long-term growth
as evidenced by progress on a number of significant objectives during the
quarter. The Company further invested in its technology platform, improved its
risk profile through the reallocation of capital away from loans and equity
investments, and made key acquisitions in several business lines. Full year
earnings will be impacted by the lower starting point in the first quarter,
but the Company remains confident that it will regain its growth trajectory as
investor confidence is restored and the level of capital markets activity
increases.

     In securities servicing, fee revenues were $448 million for the first
quarter of 2002, up from $441 million in the fourth quarter. Private client
services and asset management fees increased 6% from the fourth quarter of
2001 to $81 million in the first quarter of 2002. The Company's continued
focus on fee-based businesses resulted in noninterest income growing to 66% of
total revenue in the first quarter, up from 65% on a normalized basis in the
fourth quarter.

     Return on average common equity for the first quarter of 2002 was 23.76%
compared with 20.42% and 25.92% in the fourth and first quarters of 2001,
respectively. Return on average assets for the first quarter of 2002 was 1.84%
compared with 1.53% and 2.03% in the fourth and first quarters of 2001,
respectively.

     Fees from the Company's securities servicing businesses were $448 million
for the first quarter compared with $458 million in the prior year. Corporate
trust was a strong performer in the quarter, benefiting from strong fixed-
income issuances in the corporate, structured, and municipal markets. Global
liquidity services benefited from continued low interest rates, which drove
demand for money market products. Fees were disappointing in the equity-linked
businesses such as depositary receipts ("DRs"), global execution services and
clearing services reflecting the slowdown in global capital markets activity.
The Company's DR business continued to maintain a strong market share, winning
66% of all new public listings, but new capital raisings were scarce in the
first quarter despite a strong backlog of mandates. During the quarter the
Company made several notable but small acquisitions to broaden its global
execution and clearing product line, positioning the Company for enhanced
growth as the equity markets recover. The Company continues to be the world's
leading custodian with assets of $6.9 trillion, including $1.9 trillion of
cross-border custody assets.

     Private client services and asset management fees were $81 million for
the quarter, up 3% from $79 million in the first quarter of 2001, resulting

 13

from improved market valuations, continued strong flows into alternative
investment funds and demand for the Company's retail investment products.

     Global payment services fees increased 6% to $73 million from $69 million
in last year's first quarter. Growth was led by cash management and funds
transfer fees which were up 9% for the first quarter of 2002 compared to last
year's first quarter. The increase reflects customers electing to pay for
services in fees rather than maintaining higher compensating balances in a
declining rate environment. Trade related services were lower, reflecting a
decline in global trade due to weakness in many economies around the world.

     Foreign exchange and other trading revenues were lower in the first
quarter of 2002, totaling $63 million compared to $78 million and $83 million
in the fourth quarter and first quarter of 2001, respectively. Foreign
exchange revenues were negatively impacted by a lower volume of client
activity, narrow spreads and decreased volatility. Within other trading
revenues, a decrease in interest rate hedging and risk management business
reflects lower activity levels than last year's record pace.

     Net interest income on a taxable equivalent basis for the first quarter
decreased to $425 million from $441 million in the first quarter of 2001.

     The provision for credit losses was $35 million in the first quarter of
2002 as credit costs stabilized. As part of its previously announced program
to reallocate capital away from corporate lending and equity investing, the
Company has made significant reductions in its corporate loan commitments.
The Company created an accelerated loan disposition program in the fourth
quarter of 2001 for $758 million emerging telecom exposures with outstandings
of $488 million. At March 31, 2002, exposure had been reduced to $261 million
with related outstandings of $60 million. This action proved to be timely and
contributed to stabilized credit costs in the first quarter.

CAPITAL

     Regulators establish certain levels of capital for bank holding companies
and banks, including the Company and The Bank of New York ("the Bank"), in
accordance with established quantitative measurements. In order for the
Company to maintain its status as a financial holding company, the Bank must
qualify as well capitalized. In addition, major bank holding companies such as
the Company are expected by the regulators to be well capitalized. As of March
31, 2002 and 2001, the Company and the Bank were considered well capitalized
on the basis of the ratios (defined by regulation) of Total and Tier 1 capital
to risk-weighted assets and leverage (Tier 1 capital to average assets), which
are shown as follows:




                    March 31, 2002        March 31, 2001
                ---------------------  ---------------------               Well       Adequately
                                                              Company   Capitalized   Capitalized
                   Company     Bank       Company     Bank    Targets   Guidelines    Guidelines
                   -------     ----       -------    ------   -------   -----------   -----------
                                                                     
Tier 1*              8.43%     8.03%        8.39%     8.11%     7.75%        6%            4%
Total Capital**     12.56     12.03        12.51     11.67     11.75        10             8
Leverage             7.19      6.82         7.41      7.07      7.00         5            3-5
Tangible Common
  Equity             5.51      6.41         5.87      7.51    5.25-6.00


* Tier 1 capital consists, generally, of common equity and certain qualifying preferred
  stock, less goodwill.
**Total Capital consists of Tier 1 capital plus Tier 2 capital. Tier 2 capital consists,
  generally, of certain qualifying preferred stock and subordinated debt and a portion of the
  loan loss allowance.




     If a bank holding company or bank fails to qualify as "adequately
capitalized", regulatory sanctions and limitations are imposed.

 14

LIQUIDITY

     The Company maintains its liquidity through the management of its
assets and liabilities, utilizing worldwide financial markets. The
diversification of liabilities reflects the Company's efforts to maintain
flexibility of funding sources under changing market conditions. Stable
core deposits, including demand, retail time, and trust deposits from
processing businesses, are generated through the Company's diversified
network and managed with the use of trend studies and deposit pricing. The
use of derivative products such as interest rate swaps and financial
futures enhances liquidity by enabling the Company to issue long-term
liabilities with limited exposure to interest rate risk. Liquidity also
results from the maintenance of a portfolio of assets which can be easily
sold and the monitoring of unfunded loan commitments, thereby reducing
unanticipated funding requirements. Liquidity is managed on both a
consolidated basis and also at The Bank of New York Company, Inc. Parent
Company ("Parent").

     On a consolidated basis, non-core sources of funds such as money
market rate accounts, certificates of deposits greater than $100,000,
federal funds purchased and other borrowings were $14.3 billion and $11.1
billion on an average basis at March 31, 2002 and 2001. Stable foreign
deposits, primarily from the Company's European based securities servicing
business, were $25.2 billion and $26.8 billion at March 31, 2002 and 2001.
Savings and other time deposits were $9.6 billion on an average basis at
March 31, 2002 compared to $9.4 billion at March 31, 2001. A significant
reduction in the Company's securities businesses would reduce its access to
foreign deposits.

     The Parent has five major sources of liquidity: dividends from its
subsidiaries, a collateralized line of credit with the Bank, the commercial
paper market, a revolving credit agreement with third party financial
institutions, and access to the capital markets.

     At March 31, 2002, the amount of dividends The Bank could pay to the
Parent and remain in compliance with federal bank regulatory requirements
was $448 million. This dividend capacity would increase in the remainder of
2002 to the extent of net income, less dividends. Nonbank subsidiaries of
the Parent have liquid assets of approximately $1 billion. These assets
could be liquidated and the proceeds delivered by dividend or loaned to the
Parent.

     The Company has a line of credit with The Bank, which is subject to
limits imposed by federal banking law. At March 31, 2002, the Parent could
use the subsidiaries' liquid securities as collateral to allow it to borrow
$527 million rather than liquidate the securities and loan or dividend the
proceeds to the Parent and remain in compliance with federal banking
regulations. The Parent had no borrowings from the Bank at March 31, 2002.

     At March 31, 2002, the Parent's average commercial paper borrowings
were $235 million compared with $326 million in 2001. Commercial paper
outstandings were $87 million and $560 million at March 31, 2002 and 2001.

     The Company has back-up lines of credit of $350 million at financial
institutions. This line of credit matures in October 2002. The Parent
expects to enter into a replacement line of credit on or before the
maturity. There were no borrowings under the line of credit at March 31,
2002 and March 31, 2001.

 15

     The Company also has the ability to access the capital markets. The
Company has a shelf registration statement with a remaining capacity of
$390 million of debt, preferred stock, preferred trust securities, or
common stock. The Company expects to file a new shelf registration
statement in the near future. Access to the capital markets is partially
dependent on the Company's credit ratings, which as of April 30, 2002 were
as follows:
                                                              The Bank of
               Parent         Parent        Parent Senior     New York
               Commercial  Subordinated       Long-Term       Long-Term
               Paper       Long-Term Debt       Debt          Deposits
               ----------- ---------------  ---------------   ------------
Standard &        A-1           A                A+               AA-
 Poor's

Moody's           P1            A-1              Aa3              Aa2

Fitch             F1+           A+               AA-              AA

     The Parent's major uses of funds are payment of principal and interest
on its borrowings, acquisitions, and additional investment in its
subsidiaries.

     The Parent has $932 million of long-term debt that becomes due in
2002. In addition, at March 31, 2002 the Parent has the option to call $375
million of debt in the remainder of 2002 and will call and refinance if
market conditions are favorable. The Parent expects to refinance any debt
it repays by issuing a combination of senior and subordinated debt.

     The Company has $400 million of trust preferred securities that are
callable in September 2002. These securities qualify as Tier 1 Capital. The
Company may decide to call these securities. The final decision to call
will be based on interest rates and the availability of cash and capital at
the call date. If the Company calls the trust preferred securities, it
anticipates that it would replace them with new senior debt.

     Double leverage is the ratio of investment in subsidiaries divided by
the Company's consolidated equity plus trust preferred securities. The
Company's double leverage ratio at March 31, 2002 and 2001 was 98.39% and
102.35%. The Company's target double leverage ratio is a maximum of 120%.
The double leverage ratio is monitored by regulators and rating agencies
and is an important constraint on the Company's ability to invest in its
subsidiaries to expand its businesses.

 16


NONINTEREST INCOME



                                          1st           4th           1st
                                        Quarter       Quarter       Quarter
                                        -------       -------       -------
(In millions)                            2002          2001          2001
                                         ----          ----          ----
                                                            
Servicing Fees
  Securities                             $448        $  441          $458
  Global Payment Services                  73            72            69
                                         ----        ------          ----
                                          521           513           527
Private Client Services and
 Asset Management Fees                     81            76            79
Service Charges and Fees                   83            89            90
Foreign Exchange and
 Other Trading Activities                  63            78            83
Securities Gains                           31            40            45
Other                                      31           208            34
                                         ----        ------          ----
Total Noninterest Income                 $810        $1,004          $858
                                         ====        ======          ====


     Total noninterest income was $810 million compared with $858 million in
last year's first quarter. Securities servicing fees were $448 million
compared with $458 million a year ago. Global payment services fees for the
quarter were $73 million, up 6% from $69 million a year ago. Fees from private
client services and asset management were $81 million, up 3% from the first
quarter of 2001. Service charges and fees were $83 million, compared to $89
million and $90 million in the fourth quarter and first quarter of 2001,
respectively. This reflects lower loan syndication and capital markets fees
from slow market activity and the Company's plan to reduce corporate loan
commitments. Securities gains were $31 million, which compares to $40 million
in the fourth quarter of 2001 and $45 million a year ago, reflecting the
Company's decision to reduce capital allocated to equity investing activities
for reinvestment in higher growth and more stable fee-based businesses. Other
income was $31 million compared to $208 million in the fourth quarter of 2001,
when the Company recognized insurance recoveries of $175 million relating to
the World Trade Center ("WTC") disaster, and $34 million a year ago.

 17

NET INTEREST INCOME



                             1st              4th                1st
                           Quarter          Quarter            Quarter
                           -------    --------------------     -------
                                        2001       2001
(Dollars in millions on     2002      Reported  Normalized       2001
 a tax equivalent basis)    ----      --------------------       ----
                                                     

Net Interest Income         $425        $452       $452          $441
Net Interest Rate
 Spread                     2.30%       2.15%      2.27%         1.79%
Net Yield on Interest
 Earning Assets             2.63        2.55       2.70          2.75



     Net interest income on a taxable equivalent basis was $425 million in the
first quarter of 2002 compared with $452 million in the fourth quarter of 2001
and $441 million in the first quarter of 2001. The net interest rate spread
was 2.30% in the first quarter of 2002, compared with 2.15% in the fourth
quarter of 2001 and 1.79% one year ago. The net yield on interest earning
assets was 2.63% compared with 2.55% in the fourth quarter of 2001 and 2.75%
in last year's first quarter.

     The decline from the fourth quarter in net interest income is primarily
due to several factors, including: a repositioning for a rising interest rate
environment; reduced broker/dealer activity in the first quarter; compression
on spreads from low cost core deposits; and fewer days in the quarter. In
addition, the Company continued to reduce its investment in loans, increasing
its investment in highly rated securities.

     Interest income would have been increased by $4 million and $3 million
for the first quarters of 2002 and 2001 if loans on nonaccrual status at March
31, 2002 and 2001 had been performing for the entire period.

 18

TRADING ACTIVITIES

     The fair value and notional amounts of the Company's financial
instruments held for trading purposes at March 31, 2002 and March 31, 2001 are
as follows:
                                                            1st Quarter 2002
                                    March 31, 2002               Average
                            ----------------------------   -------------------
(In millions)                             Fair Value           Fair Value
                                      ------------------   -------------------
                            Notional
Trading Account              Amount   Assets Liabilities   Assets  Liabilities
---------------             --------  ------ -----------   ------  -----------
Interest Rate Contracts:
 Futures and Forward
  Contracts                 $  1,922  $    -    $    -    $    27    $    -
 Swaps                       136,416   1,224       647      1,363       671
 Written Options             103,842       -       927          -       967
 Purchased Options            38,993     124         -        158         -
Foreign Exchange Contracts:
 Swaps                         1,639       -         -          -         -
 Written Options              10,617       -        74          -        21
 Purchased Options            13,605      98         -         79         -
 Commitments to Purchase
  and Sell Foreign Exchange   53,514     330       331        452       461
Debt Securities                    -   6,532         -      8,750         -
Credit Derivatives             1,969      31        23         26        48
Equity Derivatives                 -      18         -         45        22
                                      ------    ------    -------    ------
Total Trading Account                 $8,357    $2,002    $10,900    $2,190
                                      ======    ======    =======    ======

                                                            1st Quarter 2001
                                    March 31, 2001               Average
                            ----------------------------   -------------------
(In millions)                             Fair Value           Fair Value
                                      ------------------   -------------------
                            Notional
Trading Account              Amount   Assets Liabilities   Assets  Liabilities
---------------             --------  ------ -----------   ------  -----------
Interest Rate Contracts:
 Futures and Forward
  Contracts                 $ 33,577 $    50    $   71    $   250    $  279
 Swaps                       113,280   1,024       512        861       457
 Written Options              91,589       -       922          -       847
 Purchased Options            38,534     105         -        191         -
Foreign Exchange Contracts:
 Swaps                         1,117       -         -          -         -
 Written Options              12,820       -       150          -       138
 Purchased Options            15,377     152         -        153         -
 Commitments to Purchase
  and Sell Foreign Exchange   59,248     725       711        755       745
Debt Securities                    -   9,923        73     10,152        42
Credit Derivatives             2,056       7         3          6         2
                                     -------    ------    -------    ------
Total Trading Account                $11,986    $2,442    $12,368    $2,510
                                     =======    ======    =======    ======

     The Company manages trading risk through a system of position limits,
a value at risk (VAR) methodology, based on a Monte Carlo simulation, stop
loss advisory triggers, and other market sensitivity measures. Risk is
monitored and reported to senior management by an independent unit on a
daily basis. The VAR methodology captures, based on certain assumptions,
the potential overnight pre-tax dollar loss from adverse changes in fair
values of all trading positions. The calculation assumes a one day holding
period for most instruments, utilizes a 99% confidence level, and
incorporates the non-linear characteristics of options. As the VAR
methodology does not evaluate risk attributable to extraordinary financial,
economic or other occurrences, the risk assessment process includes a
number of stress scenarios based upon the risk factors in the portfolio and

 19

management's assessment of market conditions. Additional stress scenarios
based upon historic market events are also tested.

     The following table indicates the calculated VAR amounts for the trading
portfolio for the periods indicated. During these periods, the daily trading
loss did not exceed the calculated VAR amounts on any given day.



(In millions)                      1st Quarter 2002
                      -----------------------------------------
                      Average    Minimum    Maximum    3/31/02
                      --------   --------   --------  ---------
                                           
Interest rate           $5.2       $3.4       $9.2     $5.6
Foreign Exchange         1.0        0.6        2.0      1.2
Diversification         (1.6)        NM         NM     (1.7)
Overall Portfolio        4.6        3.0        8.3      5.1

(In millions)                      1st Quarter 2001
                      -----------------------------------------
                      Average    Minimum    Maximum    3/31/01
                      --------   --------   --------  ---------
                                            
Interest rate           $4.3       $2.4       $5.5      $4.5
Foreign Exchange         1.2        0.6        2.7       1.9
Diversification         (1.8)        NM         NM      (2.8)
Overall Portfolio        3.7        2.3        6.1       3.6


NM - Because the minimum and maximum may occur on different days for different risk components,
     it is not meaningful to compute a portfolio diversification effect.



NONINTEREST EXPENSE AND INCOME TAXES

     Noninterest expense for the first quarter of 2002 improved to $641
million, versus $667 million in the fourth quarter of 2001 and $653 million in
the first quarter of 2001. As a result of applying a new accounting
pronouncement related to goodwill and intangibles, amortization in the first
quarter of 2002 declined to $2 million compared with $29 million in the fourth
and first quarters of 2001. Excluding the effect of the change in goodwill
amortization, expenses were essentially flat compared with the prior quarter.
Management's expectation of continued weakness in capital markets activity
resulted in strict control of operating expenses in the first quarter,
including staffing and related expenses. These actions helped to offset higher
costs related to acquisitions and technology spending.

     The efficiency ratio for the first quarter of 2002 was 53.3% compared
with 53.7% on a normalized basis in the fourth quarter of 2001 and 51.9% in
the first quarter of 2001.

     The effective tax rate for the first quarter of 2002 was 33.7% compared
with 33.8% in the fourth quarter of 2001 and 36.1% in the first quarter a year
ago. The decline in the rate from a year ago reflects an increase in tax
credits and fewer nondeductible expenses.

 20


CRITICAL ACCOUNTING POLICIES

     The Company's significant accounting policies are described in the "Notes
to Consolidated Financial Statements" under "Summary of Significant Accounting
and Reporting Policies" in the Company's 2001 Annual Report on Form 10-K. Two
of the Company's more critical accounting policies are those related to the
allowance for credit losses and to the valuation of derivatives and securities
where quoted market prices are not available.

ALLOWANCE FOR CREDIT LOSSES

     The allocated portion of the allowance for credit losses is principally
determined using an expected loss model driven by Probability of Default and
Loss Given Default ratings. Ratings are assigned after analyzing the credit
quality of each borrower and the collateral/structure of each individual
asset. These ratings are periodically compared to internal company and
external rating agency default and loss databases to ensure consistency. Other
factors used in establishing the allocated portion of the allowance include
forecasts of future cash flows and maturity.

     The Company's unallocated allowance is based on management's judgment.
Factors that influence this judgment include:

   -  Economic conditions, including duration of the current cycle
   -  Past experience, including recent loss experience
   -  Credit quality trends
   -  Collateral values
   -  Volume, composition, and growth of the loan portfolio
   -  Specific credits and industry conditions
   -  Results of bank regulatory and internal credit exams
   -  Actions by the Federal Reserve Board
   -  Delay in receipt of information to evaluate loans or confirm existing
      credit deterioration

     To the extent actual results differ from forecasts or management's
judgment the allowance for credit losses may be greater or less than future
charge-offs.

VALUATION OF DERIVATIVES AND SECURITIES WHERE QUOTED MARKET PRICES ARE NOT
 AVAILABLE

     When quoted market prices are not available, derivatives and securities
values are determined based on discounted cash flow analysis, comparison to
similar instruments, and the use of financial models. Discounted cash flow
analysis is dependent upon estimated future cash flows and the level of
interest rates. Model-based pricing uses inputs of observable prices for
interest rates, foreign exchange rates, option volatilities and other factors.
Models are benchmarked and validated by external parties.

     These valuation methods could expose the Company to materially different
results should the models used or underlying assumptions be inaccurate.

 21


NONPERFORMING ASSETS



                                                                   Change
                                                                 3/31/02 vs.
(Dollars in millions)                 3/31/02      12/31/01       12/31/01
                                     --------      --------       --------
                                                            
Loans:
     Other Commercial                  $187          $138            $49
     Foreign                             67            64              3
     Regional Commercial                 20            18              2
                                       ----          ----            ---
  Total Nonperforming Loans             274           220             54
Other Real Estate                         1             2             (1)
                                       ----          ----            ---
  Total Nonperforming Assets           $275          $222            $53
                                       ====          ====            ===

Nonperforming Assets Ratio              0.8%          0.6%
Allowance/Nonperforming Loans         225.1         280.0
Allowance/Nonperforming Assets        223.8         277.6



     Nonperforming assets totaled $275 million at March 31, 2002, compared
with $222 million at December 31, 2001. The increase in nonperforming loans
primarily reflects a loan to a major retailer which became nonperforming in
the first quarter of 2002.

IMPAIRED LOANS

     The table below sets forth information about the Company's impaired
loans. The Company uses the discounted cash flow method as its primary method
for valuing its impaired loans:

(Dollars in millions)                         3/31/02           12/31/01
                                             --------           --------

Impaired Loans with an Allowance                $208               $147
Impaired Loans without an Allowance(1)            30                 40
                                                ----               ----
Total Impaired Loans                            $238               $187
                                                ====               ====
Allowance for Impaired Loans(2)                 $ 77               $ 42
Average Balance of Impaired Loans
 during the Quarter                              212                228
Interest Income Recognized on
 Impaired Loans during the Quarter               0.7                0.5

(1)  When the discounted cash flows, collateral value or market price equals
     or exceeds the carrying value of the loan, then the loan does not require
     an allowance under the accounting standard related to impaired loans.
(2)  The allowance for impaired loans is included in the Company's allowance
     for credit losses.

 22

CREDIT LOSS PROVISION AND NET CHARGE-OFFS



                                    1st          4th          1st
                                  Quarter      Quarter      Quarter
                                  -------      -------      -------
(In millions)                       2002         2001        2001
                                    ----         ----        ----
                                                    
Provision                           $ 35        $ 275        $ 30
                                    ====         ====        ====
Net Charge-offs:
  Other Commercial                  $(30)       $(253)       $(28)
  Consumer                            (6)          (5)         (2)
  Foreign                              1          (12)          -
  Other                                -           (5)          -
                                    ----         ----        ----
     Total                          $(35)       $(275)       $(30)
                                    ====         ====        ====

Other Real Estate Expenses           $ -          $ -         $ 2



     The allowance for credit losses consists of four elements: (1) an
allowance for impaired credits (nonaccrual commercial credits over $1
million), (2) an allowance for higher risk rated credits, (3) an allowance
for pass rated credits, and (4) an unallocated allowance based on general
economic conditions and risk factors in the Company's individual markets.

     The first element - impaired credits - is based on individual analysis
of all nonperforming commercial credits over $1 million. The allowance is
measured by the difference between the recorded value of impaired loans and
their fair value. Fair value is either the present value of the expected
future cash flows from borrowers, the market value of the loan, or the fair
value of the collateral.

     The second element - higher risk rated credits - is based on the
assignment of loss factors for each specific risk category of higher risk
credits. The Company rates each credit in its portfolio that exceeds $1
million and assigns the credits to specific risk pools. A potential loss
factor is assigned to each pool and an amount is included in the allowance
equal to the product of the amount of the loan in the pool and the risk
factor. Reviews of higher risk rated loans are conducted quarterly and the
loan's rating is updated as necessary. The Company prepares a loss
migration analysis and compares its actual loss experience to the loss
factors on an annual basis to attempt to ensure the accuracy of the loss
factors assigned to each pool. Pools of past due consumer loans are
included in specific risk categories based on their length of time past
due.

     The third element - pass rated credits - is based on the assignment of
loss factors to the remaining pools of credit exposure. The loss factors
are based on the expected average credit losses. Loss factors are
periodically compared to rating agency and other default data bases to
determine their validity. Commercial loans over $1 million are individually
analyzed before being assigned to a risk pool. All current consumer loans
are included in the pass rated consumer pools.

 23

     The fourth element - an unallocated allowance - is based on management's
judgment regarding the following factors:

   -  Economic conditions including duration of the current cycle
   -  Past experience including recent loss experience
   -  Credit quality trends
   -  Collateral values
   -  Volume, composition, and growth of the loan portfolio
   -  Specific credits and industry conditions
   -  Results of bank regulatory and internal credit exams
   -  Actions by the Federal Reserve Board
   -  Delay in receipt of information to evaluate loans or confirm
      existing credit deterioration

     Based on a review of these elements, the allowance for credit losses was
$616 million, or 1.74% of loans at March 31, 2002, compared with $616 million,
or 1.72% of loans at December 31, 2001 and $616 million, or 1.66% of loans at
March 31, 2001. The ratio of the allowance to nonperforming assets was 223.8%
at March 31, 2002, compared with 277.6% at December 31, 2001 and 295.7% at
March 31, 2001.

     Applying the four elements to the various segments of the loan portfolio
results in an allocation of the allowance for credit losses as follows:

                                  3/31/02     12/31/01
                                  -------     --------

Domestic
     Real Estate                        6%           6%
     Commercial                        70           75
     Consumer                           1            1
Foreign                                 9            7
Unallocated                            14           11
                                      ---          ---
                                      100%         100%
                                      ===          ===

     Such an allocation is inherently judgmental, and the entire allowance for
credit losses is available to absorb credit losses regardless of the nature of
the loss.

 24

WORLD TRADE CENTER DISASTER

     The Company's insurance claim has been segmented into four major
components.  The Company has presented estimated losses for 3 of the 4
categories to its insurance carriers. The last should be submitted by the end
of the second quarter. There is still a verification and negotiation process
to take place but the Company expects to receive an additional significant
advance in the near future.

     The Company has developed a migration plan for returning to its downtown
facilities. The reoccupation has begun and is expected to be completed by the
end of the third quarter. The Company's diversification plans include moving
some staff to other locations including new space in the metropolitan area as
well as to growth centers in Syracuse, New York and Orlando, Florida. In the
meantime, the Company continues to operate from several interim facilities in
Manhattan.

     During the first quarter of 2002, the Company incurred $23 million in
expenses associated with these interim arrangements that were netted against
an offsetting insurance recovery. The Company believes these expenses are
recoverable under the terms of its all-risk insurance policy. The cumulative
WTC-related insurance recoveries the Company has recorded are now about $200
million. Further costs associated with the interim facilities and any losses
on sub-leases will be treated similarly.

 25

SEGMENT PROFITABILITY

Segment Data

     The Company has an internal information system that produces performance
data for its four business segments along product and service lines.

     The Servicing and Fiduciary businesses segment provides a broad array of
fee-based services. This segment includes the Company's securities servicing,
global payment services, and private client services and asset management
businesses. Securities servicing includes global custody, securities
clearance, mutual funds, unit investment trust, securities lending, depositary
receipts, corporate trust, stock transfer and execution services. Global
payment services products primarily relate to funds transfer, cash management
and trade finance. Private client services and asset management provide
traditional banking and trust services to affluent clients and asset
management to institutional and private clients.

     The Corporate Banking segment focuses on providing lending services, such
as term loans, lines of credit, asset based financings, and commercial
mortgages, to the large public and private corporations nationwide, as well as
public and private mid-size businesses in the New York metropolitan area.
Special industry groups focus on financial institutions, securities,
insurance, media and telecommunications, energy, real estate, retailing,
automotive, and government banking institutions. Through BNY Capital Markets,
the Company provides syndicated loans, bond underwriting, private placements
of corporate debt and equity securities, and merger, acquisition, and advisory
services.

     The Retail Banking segment includes consumer lending, residential
mortgage lending, and retail deposit services. The Company operates 345
branches in 23 counties in three states.

     The Financial Markets segment includes trading of foreign exchange and
interest rate products, investing and leasing activities, and treasury
services to other segments. This segment offers a comprehensive array of
multi-currency hedging and yield enhancement strategies.

The segments contributed to the Company's profitability as follows:




In Millions             Servicing
                           and
For the Quarter Ended   Fiduciary   Corporate  Retail   Financial  Reconciling  Consolidated
March 31, 2002          Businesses   Banking   Banking   Markets      Items        Total
---------------------   ----------  ---------  -------  ---------  -----------  ------------
                                                              
Net Interest Income     $  121      $   105     $  113   $    85    $  (12)     $   412
Provision for
  Credit Losses              -           27          3         -         5           35
Noninterest Income         651           69         30        53         7          810
Noninterest Expense        452           46         81        22        40          641
                        ------      -------     ------   -------    ------      -------
Income Before Taxes     $  320      $   101     $   59   $   116    $  (50)     $   546
                        ======      =======     ======   =======    ======      =======

Average Assets          $8,970      $23,875     $4,810   $39,758    $2,194      $79,607
                        ======      =======     ======   =======    ======      =======




In Millions             Servicing
                           and
For the Quarter Ended   Fiduciary   Corporate  Retail   Financial  Reconciling  Consolidated
March 31, 2001          Businesses   Banking   Banking   Markets      Items        Total
---------------------   ----------  ---------  -------  ---------  -----------  ------------
                                                              
Net Interest Income     $  166      $   128     $  128   $    26    $  (21)     $   427
Provision for
  Credit Losses              -           31          1        (1)       (1)          30
Noninterest Income         672           77         27        74         8          858
Noninterest Expense        432           59         77        16        69          653
                        ------      -------     ------   -------    -------     -------
Income Before Taxes     $  406      $   115     $   77   $    85    $  (81)     $   602
                        ======      =======     ======   =======    =======     =======

Average Assets          $8,602      $27,713     $4,468   $34,119    $1,779      $76,681
                        ======      =======     ======   =======    ======      =======



 26

Segment Highlights

Servicing and Fiduciary Businesses
----------------------------------

     In the first quarter of 2002, noninterest income was $651 million
compared with $672 million in 2001.

     Fees from the Company's securities servicing businesses were $448 million
for the first quarter compared with $458 million in the prior year. Corporate
trust was a strong performer in the quarter, benefiting from strong fixed-
income issuances in the corporate, structured, and municipal markets. Global
liquidity services benefited from continued low interest rates, which drove
demand for money market products. Fees were disappointing in the equity-linked
businesses such as depositary receipts ("DRs"), global execution services and
clearing services reflecting the slowdown in global capital markets activity.
The Company's DR business continued to maintain a strong market share, winning
66% of all new public listings, but new capital raisings were scarce in the
first quarter despite a strong backlog of mandates. During the quarter the
Company made several notable but small acquisitions to broaden its global
execution and clearing product line, positioning the Company for enhanced
growth as the equity markets recover. The Company continues to be the world's
leading custodian with assets under custody of $6.9 trillion at March 31, 2002
and December 31, 2001, including $1.9 trillion of cross-border assets in both
periods.

     Private client services and asset management fees were $81 million for
the quarter, up 3% from $79 million in the first quarter of 2001, resulting
from improved market valuations, continued strong flows into alternative
investment funds and demand for the Company's retail investment products.
Assets under management were $71 billion while assets under administration
were $32.5 billion at March 31, 2002.

     Global payment services fees increased 6% to $73 million from $69 million
in last year's first quarter. Growth was led by cash management and funds
transfer fees which were up 9% for the first quarter of 2002 compared to last
year's first quarter. The increase reflects customers electing to pay for
services in fees rather than maintaining higher compensating balances in a
declining rate environment. Trade related services were lower, reflecting a
decline in global trade due to weakness in many economies around the world.

     Net interest income in the Servicing and Fiduciary businesses segment was
$121 million for the first quarter of 2002 compared with $166 million in 2001.
The decrease in net interest income is primarily due to a decline in interest
rates, which lowers the value of low-cost deposits generated by these
businesses.

     Net charge-offs in the Servicing and Fiduciary Businesses segment were
zero in the first quarters of 2002 and 2001. Noninterest expense for the first
quarter of 2002 was $452 million compared with $432 million in 2001. The rise
in noninterest expense is attributable to acquisitions, as well as the
Company's continued investment in technology.

Corporate Banking
-----------------

     The Corporate Banking segment's net interest income was $105 million in
the first quarter of 2002, compared with last year's $128 million. The
decrease reflects the decline in assets, particularly from financial
institutions, as well as a decline in both the volume and the value of low
cost short-term deposits.

 27

     The first quarter of 2002 provision for credit losses was $27 million
compared with $31 million last year. The decrease principally reflects a
reduction in corporate credit exposure in 2002. Net charge-offs in the
Corporate Banking segment were $29 million and $27 million in the first
quarters of 2002 and 2001. Noninterest income was $69 million in the current
year compared with $77 million last year. This reflects lower loan syndication
and capital markets fees from slow market activity and the Company's plan to
reduce corporate loan commitments. Total loan commitments declined to $42.4
billion at March 31, 2002 from $45.8 billion at December 31, 2001. Noninterest
expenses were $46 million in the first quarter of 2002 compared with $59
million in 2001 reflecting lower compensation expenses.

Retail Banking
--------------

     In the Retail Banking segment, net interest income in the first quarter
of 2002 was $113 million compared with $128 million in 2001 reflecting a
decline in the value of demand deposits in a lower interest rate environment.
Noninterest income was $30 million for the quarter compared with $27 million
last year. The increase reflects better penetration of the customer base and
improved pricing. Noninterest expense in the first quarter of 2002 was $81
million compared with $77 million in the previous year's period because of
higher compensation and technology expenses. Net charge-offs increased to $6
million in the first quarter of 2002 from $3 million in the first quarter of
2001 due to higher loss experience in the consumer loan portfolio.

Financial Markets
-----------------

     In the Financial Markets segment, net interest income for the quarter was
$85 million compared with $26 million in 2001 reflecting both an increase in
assets, primarily asset backed securities, as well as lower funding costs.
Noninterest income was $53 million in the first quarter of 2002 compared with
$74 million in the first quarter of 2001, as both foreign exchange and
interest rate derivative trading results were adversely affected by narrower
spreads and decreased volatility. Net charge-offs were zero in the first
quarters of 2002 and 2001.

Segment Accounting Principles
-----------------------------

     The Company's segment data has been determined on an internal management
basis of accounting, rather than the generally accepted accounting principles
used for consolidated financial reporting. These measurement principles are
designed so that reported results of the segments will track their economic
performance. Segment results are subject to restatement whenever improvements
are made in the measurement principles or organizational changes are made. In
the first quarter of 2002, the Company changed certain assumptions related to
the duration of sector assets and liabilities and the related interest rates.
As a result, sector results for 2001 were restated.

     The measure of revenues and profit or loss by operating segment has been
adjusted to present segment data on a taxable equivalent basis. The provision
for credit losses allocated to each reportable segment is based on
management's judgment as to average credit losses that will be incurred in the
operations of the segment over a credit cycle of a period of years.
Management's judgment includes the following factors among others: historical
charge-off experience and the volume, composition and growth of the loan
portfolio. This method is different from that required under generally
accepted accounting principles as it anticipates future losses which are not
yet probable and therefore not recognizable under generally accepted
accounting principles. Assets and liabilities are match funded. Support and
other indirect expenses are allocated to segments based on general internal
guidelines.

 28

Reconciling Items
-----------------

     Reconciling items for net interest income primarily relate to the
recording of interest income on a taxable equivalent basis, reallocation of
capital and the funding of goodwill and intangibles. Reconciling items for
noninterest income primarily relate to the sale of certain securities.
Reconciling items for noninterest expense include $2 million and $29 million
of amortization of intangibles in the first quarters of 2002 and 2001, and
corporate overhead. The adjustment to the provision for credit losses reflects
the difference between the aggregate of the credit provision over a credit
cycle for the reportable segments and the Company's recorded provision. The
reconciling items for average assets consist of goodwill and other intangible
assets.

FORWARD LOOKING STATEMENTS

     The information presented with respect to, among other things, earnings
outlook, projected business strategy, the outcome of legal and investigatory
proceedings, the Company's plans, objectives and strategies reallocating
assets and moving into fee-based businesses, future loan losses and planned
capital expenditures, is forward looking information. Forward looking
statements are the Company's current estimates or expectations of future
events or future results.

     The Company or its executive officers and directors on behalf of the
Company, may from time to time make forward looking statements. When used in
this report, any press release or oral statements, the words "estimate",
"forecast", "project", "anticipate", "expect", "intend", "believe", "plan",
"goal", "should", "may", "strategy", and words of like import are intended to
identify forward looking statements in addition to statements specifically
identified as forward looking statements.

     Forward looking statements, including the Company's future results of
operations and discussions of future plans contained in Management's
Discussion and Analysis and elsewhere in this Form 10-Q, are subject to risks
and uncertainties, some of which are discussed herein, that could cause actual
results to differ materially from projected results. Forward looking
statements, projections or future plans, could be affected by a number of
factors that the Company is necessarily unable to predict with accuracy,
including the economic and other effects of the WTC disaster and the
subsequent U.S. military action, lower than expected performance or higher
than expected costs in connection with acquisitions and integration of
acquired businesses, changes in relationships with customers, variations in
management projections or market forecasts and the actions that management
could take in response to these changes, management's ability to achieve
efficiency goals, changes in customer credit quality, future changes in
interest rates, general credit quality, the levels of economic, capital
market, cross-border investing and merger and acquisition activity, consumer
behavior, government monetary policy, domestic and foreign legislation,
regulation and investigation, competition, credit, market and operating risk,
and loan demand, as well as the pace of recovery of the domestic economy,
market demand for the Company's products and services and future global
economic conditions.  This is not an exhaustive list and as a result of
variations in any of these factors actual results may differ materially from
any forward looking statements.

     Forward looking statements speak only as of the date they are made. The
Company will not update forward looking statements to reflect facts,
assumptions, circumstances or events which have changed after a forward
looking statement was made.

 29

Government Monetary Policies

     The Federal Reserve Board has the primary responsibility for United
States monetary policy. Its actions have an important influence on the demand
for credit and investments and the level of interest rates and thus on the
earnings of the Company.

Competition

     The businesses in which the Company operates are very competitive.
Competition is provided by both unregulated and regulated financial services
organizations, whose products and services span the local, national, and
global markets in which the Company conducts operations.

     Commercial banks, savings banks, savings and loan associations, and
credit unions actively compete for deposits, and money market funds and
brokerage houses offer deposit-like services. These institutions, as well as
consumer and commercial finance companies, national retail chains, factors,
insurance companies and pension trusts, are important competitors for various
types of loans. Issuers of commercial paper compete actively for funds and
reduce demand for bank loans. For personal and corporate trust services and
investment counseling services, insurance companies, investment counseling
firms, and other business firms and individuals offer active competition. A
wide variety of domestic and foreign companies compete for processing
services.


 30

                             THE BANK OF NEW YORK COMPANY, INC.
                 Average Balances and Rates on a Taxable Equivalent Basis
                                  (Dollars in millions)



                                            For the three months               For the three months
                                            ended March 31, 2002               ended March 31, 2001
                                       ------------------------------     ------------------------------
                                       Average                Average     Average                Average
                                       Balance    Interest     Rate       Balance    Interest     Rate
                                       -------    --------    -------     -------    --------    -------
                                                                                 
ASSETS
------
Interest-Bearing
 Deposits in Banks
 (primarily foreign)                   $ 5,221       $  35       2.72%    $ 5,833       $  70      4.85%
Federal Funds Sold and Securities
 Purchased Under Resale Agreements       3,308          14       1.75       3,731          51      5.54
Loans
 Domestic Offices                       19,355         245       5.14      19,116         338      7.18
 Foreign Offices                        16,175         138       3.46      19,111         338      7.17
                                       -------       -----                -------       -----
   Total Loans                          35,530         383       4.38      38,227         676      7.18
                                       -------       -----                -------       -----
Securities
 U.S. Government Obligations               804          11       5.34       1,275          18      5.73
 U.S. Government Agency Obligations      2,894          42       5.80       1,794          31      6.78
 Obligations of States and
  Political Subdivisions                   567           9       6.59         682          13      7.91
 Other Securities                        8,524         108       5.04       3,275          47      5.81
 Trading Securities                      8,751          73       3.39      10,193         141      5.60
                                       -------       -----                -------       -----
   Total Securities                     21,540         243       4.52      17,219         250      5.87
                                       -------       -----                -------       -----
Total Interest-Earning Assets           65,599         675       4.17%     65,010       1,047      6.53%
                                                     -----                              -----
Allowance for Credit Losses               (616)                              (614)
Cash and Due from Banks                  2,640                              2,632
Other Assets                            11,984                              9,653
                                       -------                            -------
   TOTAL ASSETS                        $79,607                            $76,681
                                       =======                            =======

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Interest-Bearing Deposits
 Money Market Rate Accounts            $ 6,920          23       1.36%    $ 6,204          71      4.61%
 Savings                                 8,057          25       1.27       7,493          49      2.65
 Certificates of Deposit
  $100,000 & Over                          498           4       3.35         407           6      6.19
 Other Time Deposits                     1,603          10       2.50       1,905          24      4.96
 Foreign Offices                        25,176          99       1.58      26,814         313      4.74
                                       -------       -----                -------       -----
  Total Interest-Bearing Deposits       42,254         161       1.54      42,823         463      4.38
Federal Funds Purchased and
 Securities Sold Under Repurchase
 Agreements                              2,105           8       1.46       2,473          32      5.22
Other Borrowed Funds                     4,740          28       2.45       2,029          31      6.26
Long-Term Debt                           5,026          53       4.25       4,518          80      7.15
                                       -------       -----                -------       -----
  Total Interest-Bearing Liabilities    54,125         250       1.87%     51,843         606      4.74%
                                                     -----                              -----
Noninterest-Bearing Deposits            10,126                             11,010
Other Liabilities                        9,178                              7,811
Preferred Stock                              -                                  1
Common Shareholders' Equity              6,178                              6,016
                                       -------                            -------
  TOTAL LIABILITIES AND
   SHAREHOLDERS' EQUITY                $79,607                            $76,681
                                       =======                            =======
Net Interest Earnings
 and Interest Rate Spread                            $ 425       2.30%                  $ 441      1.79%
                                                     =====       ====                   =====      ====
Net Yield on Interest-Earning Assets                             2.63%                             2.75%
                                                                 ====                              ====




 31

PART 2.  OTHER INFORMATION

Item 1.  Legal Proceedings
--------------------------

     The Company continues to cooperate with investigations by federal and
state law enforcement and bank regulatory authorities. The investigations
focus on funds transfer activities in certain accounts at the Bank,
principally involving wire transfers from Russian and other sources in Eastern
Europe, as well as certain other matters involving the Bank and its
affiliates. The funds transfer investigations center around accounts
controlled by Peter Berlin, his wife, Lucy Edwards (until discharged in
September 1999, an officer of the Bank), and companies and persons associated
with them. Berlin and Edwards pled guilty to various federal criminal charges.
The Company cannot predict when or on what basis the investigations will
conclude or their effect, if any, on the Company.

     On February 8, 2000, the Bank entered into a written agreement with both
the Federal Reserve Bank of New York and the New York State Banking
Department, which imposed a number of reporting requirements and controls.
Substantially all of these reporting requirements and controls are now in
place.

     Four purported shareholder derivative actions have been filed in
connection with these Russian related matters - - two in the United States
District Court for the Southern District of New York and two in the New York
Supreme Court, New York County - - against certain directors and officers of
the Company and the Bank alleging that the defendants have breached their
fiduciary duties of due care and loyalty by aggressively pursuing business
with Russian banks and entities without implementing sufficient safeguards and
failing to supervise properly those responsible for that business. The actions
seek, on behalf of the Company and the Bank, monetary damages from the
defendants, corrective action and attorneys' fees. On September 1, 2000,
plaintiffs in the two federal actions filed an amended, consolidated complaint
that names all of the directors and certain officers of the Bank and the
Company as defendants, repeats the allegations of the original complaints and
adds allegations that certain officers of the Bank and the Company
participated in a scheme to transfer cash improperly from Russia to various
off-shore accounts and to avoid Russian customs, currency and tax laws.
Management believes that the allegations of both the original complaints and
the amended complaint are without merit. On September 12, 2000, the boards of
directors of the Bank and the Company authorized a Special Litigation
Committee ("SLC") to consider the response of the Bank and the Company to the
state and federal court shareholder derivative actions. The SLC issued an
Interim Report dated May 21, 2001 which concluded that there was "no credible
evidence" to support the allegations of personal misconduct against Mr. Renyi
and "credible evidence" that contradicts "critical allegations" in the amended
complaint in the federal action.

     On August 31, 2001, defendants moved to dismiss the two actions filed in
the United States District Court for the Southern District of New York.  On
November 27, 2001, the federal district court granted defendants' motion and
dismissed the two actions.  On December 19, 2001, plaintiffs filed a Notice of
Appeal to the United States Court of Appeals for the Second Circuit.  Argument
on that appeal is expected in the fall of 2002.

     On February 1, 2002, counsel for plaintiffs in the two federal court
actions filed a shareholder derivative action in New York Supreme Court, New
York County that made allegations substantially similar to the two federal
court actions that were dismissed.  The Company and the Bank requested that
the New York State Supreme Court issue an order consolidating the new state
court shareholder derivative action with the two shareholder derivative
actions previously filed.  Plaintiffs in the new shareholder derivative action
have opposed consolidation.  The issue of consolidation is awaiting resolution
by the court.

 32

     The two previously filed state court derivative actions, which do not
include any allegations of personal misconduct, are still pending.  The
parties are currently undertaking court-appointed mediation.

     Additionally, on October 7, 1999, six alleged depositors of Joint Stock
Bank Inkombank ("Inkombank"), a Russian bank, filed a purported class action
in the United States District Court for the Southern District of New York on
behalf of all depositors of Inkombank who lost their deposits when that bank
collapsed in 1998. The complaint, as subsequently amended twice, alleges that
the Company and the Bank and their senior officers knew about, and aided and
abetted the looting of Inkombank by its principals and participated in a
scheme to transfer cash improperly from Russia to various off-shore accounts
and to avoid Russian customs, currency and tax laws. The amended complaint
asserts causes of action for conversion and aiding and abetting conversion
under New York law. In addition, the amended complaint states a claim under
the Racketeer Influenced and Corrupt Organizations Act ("RICO"). On March 21,
2001, the court dismissed the second amended complaint without leave to
replead. On January 14, 2002, the United States Court of Appeals for the
Second Circuit vacated the dismissal of the Second Amended Complaint because
it disagreed with one ground of the district court's dismissal, and remanded
the case to the lower court to consider alternate bases for dismissal.  On
March 19, 2002, the Company and the Bank filed a motion to dismiss the second
amended complaint; that motion will be heard later this year. The Company and
the Bank believe that the allegations made in this action are without merit,
and intend to defend the action vigorously.

     On October 24, 2000, three alleged shareholders of Inkombank filed an
action in the Supreme Court, New York County against the Company, the Bank and
Inkombank. The complaint alleges that the defendants fraudulently induced the
plaintiffs to refrain from redeeming their alleged $40 million investment in
Inkombank. The complaint asserts a single cause of action for fraud, seeking
$40 million plus 12% interest from January 1994, punitive damages, costs,
interest and attorney fees. On January 8, 2001, the Company and the Bank moved
to dismiss the complaint as against them.  On January 10, 2002, the Court
denied that motion. On January 25, 2002, the Company and the Bank filed their
answer to plaintiffs' complaint.  On February 14, 2002, the Company and the
Bank filed a motion asking the court for leave to reargue their motion to
dismiss the complaint. That motion is awaiting resolution by the court. The
Company and the Bank believe that the allegations of the complaint are without
merit and intend to defend the action vigorously.

     The Company does not expect that any of the foregoing civil actions will
have a material impact on the Company's consolidated financial statements.

     In the ordinary course of business, there are various legal claims
pending against the Company and its subsidiaries. In the opinion of
management, liabilities arising from such claims, if any, would not have a
material effect on the Company's consolidated financial statements.

 33


Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

(a)  The exhibits filed as part of this report are as follows:

     Exhibit 12 - Statement Re:  Ratio of Earnings to Fixed Charges for the
     Three Months Ended March 31, 2002 and 2001.

(b)  The Company filed the following reports on Form 8-K since
     December 31, 2001:

     On January 17, 2002, the Company filed a Form 8-K Current Report (Items 5
and 7), which report included unaudited interim financial information and
accompanying discussion for the fourth quarter of 2001 contained in the
Company's press release dated January 17, 2002.

     On January, 28 2002: the Company filed a Form 8-K Current Report (Items 5
and 7), which report included projections and earnings estimates presented to
the financial analysts on January 28, 2002.

     On March 26, 2002: the Company filed a Form 8-K Current Report, which
report represented a 6.375% Senior Subordinated Notes due 2012 with four
exhibits; underwriting agreement, dated March 15, 2002; the Form of Notes; an
Officers' certificate persuant to Section 301 of the Indenture; and the
opinion as to the legality of the Notes

     On April 17, 2002: the Company filed a Form 8-K Current Report (Items 5
and 7), which report included unaudited interim financial information and
accompanying discussion for the first quarter of 2002 contained in the
Company's press release dated April 17, 2002.



 34


                              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.



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





Date: May 14, 2002                By:   \s\ Thomas J. Mastro
                                       ---------------------------------
                                Name:  Thomas J. Mastro
                               Title:  Comptroller



 35



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


Exhibit        Description
-------        -----------



   12          Ratio of Earnings to Fixed Charges for
               the Three Months Ended March 31, 2002 and 2001.