With shareholders growing restive, Mellon Bank Corp. on Friday remained adamantly opposed to an unfriendly takeover offer from Bank of New York Co.

As a defensive maneuver, industry analysts suggested Mellon could resume buying back shares to boost the value of its stock. That would narrow the buyout premium being offered by its suitor.

Meanwhile the Pittsburgh-based banking company was being inundated by calls from shareholders and customers about last week's events, a spokesman said. He said the tone of the calls was one of "concern," but declined to discuss specifics.

Some major shareholders were beginning to fret that Mellon, to save face, would plunge into a lengthy battle. Mellon has sued Bank of New York, which was preparing late Friday to file a motion to dismiss the case.

"I would not want to see their resources, managerial and financial, consumed by this," said Steven Reid at Harris Associates, Chicago, Mellon's largest stockholder.

"It's in the best interest of all shareholders that Mellon speak with Bank of New York," said Mr. Reid, whose firm owns eight million shares, or 3.1% of Mellon's stock. "We are troubled that the offer was so quickly dismissed."

In emerging as a voice for shareholders, Mr. Reid praised Mellon chairman and chief executive officer Frank V. Cahouet for putting Mellon on track to become the solid institution it is today.

But Mr. Reid said Mellon management should recognize that the stock's current price largely reflects the on-again-off-again merger talks the bank held with Bank of New York.

"Mellon's shares didn't get where they are today without Bank of New York," he said. "There should be a reasonable conclusion to this."

Bank of New York's unwanted bid - valued at $82.95 at the close of trading Friday - put pressure on Mellon to devise ways to raise its stock price quickly or face selling the bank. Mellon stock closed at $75 Friday.

On Thursday and Friday the spread between Bank of New York's bid and Mellon's stock price narrowed, and Bank of New York shares fell in value while Mellon's held steady. Some investors said Mellon could narrow the spread even further by buying its stock.

After ranking among the most aggressive bank repurchasers of shares for several years, Mellon suspended its buying during the first quarter because of the elevated price. From 1995 through yearend 1997, Mellon reported buying back 59 million common shares and warrants for nine million more.

The banking company has five million shares remaining from a previously announced repurchase program but could announce a new program any time it wants.

Thoguh Mellon was standing firm at week's end against the surprise bid, Bank of New York appeared ready to step back while "pressure is brought to bear by Mellon shareholders," said Kevin Timmons, banking analyst at First Albany Corp. "And it's entirely appropriate, given the way Mellon reacted."

Ultimately "Mellon can't escape Bank of New York's clutches," said Lawrence W. Cohn, research director at Ryan, Beck & Co.

The teaming would be one of the most efficient out there, given the companies' complementary operations and the premium enjoyed by Bank of New York stock, Mr. Cohn said.

"But before they come to that conclusion, they may go out and look for some kind of 'white knight,'" Mr. Cohn said.

Indeed, the scuttlebutt on trading floors Friday was that Chase Manhattan Corp. and First Union Corp. were mulling possible offers. Spokesmen at the companies declined to comment.

Observers thought Chase was the only realistic white knight for Mellon, because it has considerable overlap with Mellon's securities processing business and would prize Mellon's asset management units.

But Chase's stock trades at a much lower multiple than Mellon's and its return on equity also is lower, meaning such a merger would not be attractive to most Mellon shareholders.

A foreign buyer was considered possible as well, since it would be more likely to let Mellon's top management run their business, merger advisers said. But Mellon's institutional shareholders would likely not be happy with the stock of a European or Asian bank.

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