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MELLON BANK CORPORATION AND THE DREYFUS CORPORATION TO MERGE IN STOCK TRANSACTION VALUED AT $1.85 BILLION

 PITTSBURGH and NEW YORK, Dec. 6 /PRNewswire/ -- Mellon Bank Corporation (NYSE: MEL) and The Dreyfus Corporation (NYSE: DRY) today jointly announced a definitive agreement to merge, in a landmark transaction valued at $1.85 billion.
 In a joint statement, Frank V. Cahouet, chairman, president and chief executive officer of Mellon Bank Corporation, and Howard Stein, chairman and chief executive officer of The Dreyfus Corporation, said: "This merger is a milestone in the history of financial services in the United States, uniting two of its most respected names. As the financial services industry continues to evolve, and providers from various of its sectors continue to come together, we will set a new standard that we hope will inspire others.
 "This is more than the joining of two major American business organizations. It is a melding of people, financial strengths and names that, over time, have consistently been associated with integrity, innovation and dedication to fiduciary care and deep personal trust. When two great business traditions join together for the future benefit of their customers and the industry, it is a signal event in the financial world.
 "In an ever more complicated marketplace these two organizations, which have played so prominent a role in our nation's financial history, now are defining its future. Together, Mellon and Dreyfus will be uniquely positioned to meet the public's growing desire for a complete array of high-quality financial products delivered by a single source committed to impeccable standards."
 Mellon currently provides to its customers an array of uninsured products and has in place policies, procedures and employee training for those products which are in keeping with current regulatory requirements. Building on those policies and practices, and consistent with both firms' historic reputations for ethical conduct and concern for their customers, Mellon and Dreyfus said they plan to adopt a new policy statement for post-merger operations which is designed to implement the spirit of recent Congressional proposals.
 The merger of Mellon, a leading bank holding company, and Dreyfus, the nation's sixth-largest mutual fund company, will create a diversified financial services organization with revenues of more than $3 billion, including fee revenues of about $1.6 billion, and approximately $215 billion in funds under management as well as $615 billion in funds under administration.
 Under terms of the agreement, Dreyfus shareholders will receive .88017 shares of Mellon Bank Corporation common stock for each of the 36.6 million Dreyfus shares outstanding. Based on the Mellon Bank Corporation common stock closing price of $57.375 at Dec. 3, 1993, the transaction has an indicated value of $50.50 per Dreyfus common share and a total value of $1.85 billion.
 The Corporation will account for this transaction as a pooling of interests, and the transaction will be tax-free to Dreyfus shareholders.
 In connection with the transaction, the Corporation expects to record a one-time after tax charge to earnings of approximately $73 million, reflecting various integration expenses. The charge is expected to be recorded at closing, which is anticipated in mid-1994, pending regulatory approvals and approvals by the shareholders of Mellon Bank Corporation and Dreyfus, all of which are expected. The transaction has been approved by the boards of directors of both Mellon and Dreyfus.
 As a result of this transaction, the Corporation anticipates that its earnings per share growth will slow somewhat for the next two years; nonetheless, it expects earnings per share growth to remain substantial over that period.
 On a pro forma basis reflecting the merger, Mellon Bank Corporation's return on assets would improve to about 1.5 percent and its proportion of fee revenue relative to total revenue would increase to 52 percent. In addition, the Corporation's common equity, tangible common equity and leverage capital ratios would improve to approximately 9.5 percent, 6.3 percent and 8.9 percent, respectively.
 The merger agreement provides for a $50 million termination fee, payable by Dreyfus to Mellon in certain events. Howard Stein and Joseph S. DiMartino, president and chief operating officer of Dreyfus, have committed in their capacity as shareholders to vote their shares in favor of the Mellon merger and not to vote their shares for a transaction with any other party.
 Dreyfus will retain its New York headquarters and will remain a freestanding organization within Mellon Bank Corporation. The Dreyfus management team and the Dreyfus fund managers remain in place, and the Dreyfus name will be retained for the mutual funds it manages.
 Stein, DiMartino and Edward J. McAniff, a partner in the Los Angeles law firm of O'Melveny & Myers, will be nominated for election to the board of directors of Mellon Bank Corporation. Stein and DiMartino will retain their respective roles at Dreyfus.
 Formed in 1951 and publicly owned since 1965, Dreyfus is the sixth-largest mutual fund company in the United States. Since the end of 1988, Dreyfus has doubled its assets under management and administration, to approximately $80 billion in over 130 mutual funds, including money market, bond and equity funds. Headquartered in New York City, it employs approximately 2,000. It operates 16 Dreyfus Financial Centers in major cities throughout the United States.
 Mellon Bank Corporation is a major bank holding company headquartered in Pittsburgh. Through its subsidiaries, Mellon provides a broad array of financial products and services to individuals and small businesses in the Central Atlantic states of Pennsylvania, Delaware and Maryland; to mid-sized companies throughout the Central Atlantic region; and to large corporate and institutional customers throughout the United States and in select international markets.
 In addition to providing lending and deposit services, the Corporation is a leader in providing trust and investment, cash management, and mortgage banking products and services, and currently derives approximately 50 percent of its annual revenues from these and other fee-based activities.
 In its trust and investment activities--which include mutual fund administration, Master Trust and custody, institutional investment management and personal trust, provided under the name "Mellon Trust"--the Corporation administers approximately $615 billion in assets, and manages $135 billion in assets.
 The Corporation's balance sheet assets of approximately $35 billion at Sept. 30, 1993, rank it as the nation's 21st largest bank holding company by that measure. On a pro forma basis including Dreyfus, the Corporation expects to generate annual revenues of more than $3 billion, ranking it as the nation's 13th largest bank holding company by that measure.
 "This partnership with one of the great names in mutual funds continues Mellon's evolution into a full-service financial services company with a bank as its core," Cahouet said. "It represents a significant enhancement of our present proprietary and administrative mutual fund business, strengthens our balance between lending and nonlending businesses, and greatly enhances our growth prospects going forward. This is a meaningful step in our ongoing effort to build the financial institution of the future."
 "Dreyfus has long stood for strength, stability, integrity and prudence," Stein said. "We were interested in merging with Mellon because we believe Mellon shares those qualities and, like us, has a deep and abiding respect for its customers and shareholders. Dreyfus was founded on the concept of providing to the many the financial services once reserved for the few. Our partnership with Mellon will take the spirit of that commitment into the next century and strengthen forever our ongoing capacity to meet our customers' ever-changing needs."
 -0- 12/6/93
 /NOTE TO EDITORS: FRANK CAHOUET, CHAIRMAN, PRESIDENT AND CEO OF MELLON BANK CORPORATION, AND HOWARD STEIN, CHAIRMAN AND CEO OF THE DREYFUS CORPORATION, WILL BRIEF INVESTORS/ANALYSTS AND MEMBERS OF THE MEDIA ON THE MERGER OF MELLON AND DREYFUS:
 Investor/Analyst Meeting:
 Date: Today, December 6, 1993
 Time: 10 a.m.
 Place: St. Regis Hotel
 2 East 55th Street (at Fifth avenue)
 Fontainebleu Room, 2nd floor
 Investors who wish to participate in the briefing via conference call should call Ann Beltrani at 212-371-5999 before 9:45 a.m.
 Press Conference:
 Date: Today, December 6, 1993
 Time: 11:30 a.m.
 Place: The OMNI Berkshire Hotel
 21 East 52nd Street (between Madison and Fifth)
 Madison Room, 2nd floor
 Members of the media who are not able to attend the press conference will be able to participate via conference call. The telephone number is 1-800-701-9363. R.S.V.P. to Abernathy Macgregor Scanlon at 212-371-5999.
 Contacts:
 New York: At Abernathy Macgregor Scanlon, 212-371-5999
 Investors: Chuck Johnston, Mellon Bank Corporation
 Media: Thomas Butch, Mellon Bank Corporation
 Diane Coffey, The Dreyfus Corporation
 New York:
 Investors: Philip Toia, The Dreyfus Corporation
 212-922-6265
 Pittsburgh:
 Media: Margaret Cohen, Mellon Bank Corporation
 412-234-0850
 /CONTACT: ANALYSTS: Mellon Bank, Charles M. Johnston, 212-371-5999 (Dec. 6), or 412-234-5601; at Dreyfus, Philip L. Toia, 212-922-6265; or MEDIA: Thomas W. Butch, 212-371-5999 (Dec. 6) or 412-234-6436; or Diane M. Coffey, 212-371-5999 (Dec. 6) or 212-922-6070/
 (MEL DRY)


CO: Mellon Bank Corporation; Dreyfus Corporation ST: Pennsylvania IN: FIN SU: TNM

JG -- NY015 -- 0575 12/06/93 07:14 EST
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