FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * GODRIDGE LESLIE V   2. Issuer Name and Ticker or Trading Symbol BANK OF NEW YORK CO INC [BK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SEVP of The Bank of New York (Last) (First) (Middle) ONE WALL STREET 3. Date of Earliest Transaction (Month/Day/Year) 03/09/2005 (Street) NEW YORK, NY 10286 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock (Par Value $7.50)               176,756.51 D   Common Stock (Par Value $7.50)               1,735 I (1) by daughter Common Stock (Par Value $7.50)               1,735 I (2) by Son Stock Units               193,845.81 (3) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options

$ 30.39

03/09/2005

A

38,333

03/09/2006

03/09/2015

Common Stock (Par Value $7.50)

38,333

$ 30.39

697,537

D

Options

$ 30.39

03/09/2005

A

38,333

03/09/2007

03/09/2015

Common Stock (Par Value $7.50)

38,333

$ 30.39

735,870

D

Options

$ 30.39

03/09/2005

A

38,334

03/09/2008

03/09/2015

Common Stock (Par Value $7.50)

38,334

$ 30.39

774,204

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GODRIDGE LESLIE V ONE WALL STREET NEW YORK, NY 10286			SEVP of The Bank of New York

Signatures

Leslie V Godridge		03/10/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Owned as custodian for daughter under the Uniform Gifts to Minors Act.
(2)	Owned as custodian for son under the Uniform Gifts to Minors Act.
(3)	Represents number of stock units held in employer's stock fund in The Bank of New York Company, Inc. Employee Savings and Investm ent Plan, formerly the Profit Sharing Plan, as of February 28, 2005.

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