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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

              Annual Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
                  For the fiscal year ended December 31, 1998
                         Commission file number 0-20817

                    MELLON BANK HOME EQUITY LOAN TRUST 1996-1
             (Exact name of registrant as specified in its charter)

NEW YORK                                              25-0659306
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.
                                                      of servicer of registrant)

One Mellon Bank Center,
Pittsburgh, Pennsylvania                              15258-0001
(Address of principal executive offices               (Zip Code)
of servicer of registrant)

Telephone number of servicer of registrant, including area code: 412-234-5000


           Securities registered pursuant to Section 12(b) of the Act:

                                      None

           Securities registered pursuant to Section 12(g) of the Act:

              Revolving Home Equity Loan Asset Backed Certificates,
              Series 1996-1 Class A, Class B-1 and Class B-2

Indicate by a 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 for 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
                                             ---   ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
          ---

The Registrant estimates that as of March 1, 1999, the aggregate market value of
shares of the Registrant's Common Stock held by non-affiliates of the Registrant
was $0. 

As of March 1, 1999, the Registrant had outstanding -0- shares of its Common
Stock, par value $ ___ per share. 

No documents have been incorporated by reference in this Form 10-K.


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

PART I                                                                                             Page
<S>             <C>                                                                                <C>
Item 1.         Business                                                                            1
Item 2.         Properties                                                                          1
Item 3.         Legal Proceedings                                                                   1
Item 4.         Submission of Matters to a Vote of Security Holders                                 1

PART II

Item 5.         Market for Registrant's Common Equity and Related Stockholder Matters               1
Item 6.         Selected Financial Data                                                             1
Item 7.         Management's Discussion and Analysis of Financial Condition                         1
                  and Results of Operations
Item 7A.        Quantitative and Qualitative Disclosures About
                  Market Risk                                                                       2
Item 8.         Financial Statements and Supplementary Data                                         2
Item 9.         Changes in and Disagreements With Accountants
                  on Accounting and Financial Disclosure                                            2

PART III

Item 10.        Directors and Executive Officers of the Registrant                                  2
Item 11.        Executive Compensation                                                              2
Item 12.        Security Ownership of Certain Beneficial Owners and Management                      2
Item 13.        Certain Relationships and Related Transactions                                      2

PART IV

Item 14.        Exhibits, Financial Statements, Schedules and Reports on Form 8-K                   3
</TABLE>


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                The Mellon Bank Home Equity Loan Trust 1996-1 (the "Trust") was
formed pursuant to a Pooling and Servicing Agreement, dated as of March 1, 1996,
between Mellon Bank, N.A., as Seller and Servicer, and The Bank of New York, as
Trustee. The Trust was formed for the purpose of acquiring certain trust assets
and issuing mortgage-backed certificates under the Pooling and Servicing
Agreement and one or more supplements thereto. The property of the Trust
includes a portfolio of receivables arising under selected home equity revolving
credit line agreements transferred to the Trust by Mellon Bank, N.A.

                On March 29, 1996, the Trust issued $528,625,000 of Class A
Certificates, $60,125,000 of Class B-1 Certificates and $87,250,000 of Class B-2
Certificates, (together, the "Certificates"). On June 5, 1996, such Certificates
were registered pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended.

                                     PART I
ITEM 1.    BUSINESS

           Omitted.

ITEM 2.    PROPERTIES

           Omitted.

ITEM 3.    LEGAL PROCEEDINGS

           None.

ITEM 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           None.


                                     PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

           There is one holder of record of each class of Certificates.

           To the knowledge of the Trust, there is an over the counter
           public trading market for the Certificates, although the
           frequency of transactions varies substantially over time.

ITEM 6.    SELECTED FINANCIAL DATA

           Omitted.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
           RESULTS OF OPERATIONS

           Omitted.




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ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

           Not Applicable.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

           Omitted.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
           FINANCIAL DISCLOSURE

           None.

                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 

           Omitted.

ITEM 11.   EXECUTIVE COMPENSATION

           Omitted.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           A nominee of The Depository Trust Company is the sole record
           owner of each Class of Certificates. As of December 3l, 1998,
           based on a review of public filings with the Securities and
           Exchange Commission, no person was known to be the beneficial
           owner of more than 5% of the total principal amount of any
           Class of Certificates outstanding on that date.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           None.



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                                     PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON 
           FORM 8-K

           (a) Listed below are the documents filed as a part of this report:

           Exhibit Number
           --------------

                  20.1       Annual Certificateholders Report

                  20.2       Annual Servicer's Certificate

                  20.3       Report of Independent Certified Public Accountants


           (b) Reports on Form 8-K:

           On each of the following dates, the Trust filed a Form 8-K
           with the Commission reporting information under Items 5 and 7:

                    January 14, 1998 
                    February 13, 1998 
                    March 12, 1998
                    April 15, 1998 
                    May 13, 1998 
                    June 12, 1998 
                    July 14, 1998 
                    August 13, 1998 
                    September 11, 1998 
                    October 13, 1998 
                    November 12, 1998 
                    December 14, 1998

           (c) Omitted.

           (d) Omitted.



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                                   SIGNATURES

                Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Mellon Bank, N.A., on behalf of the Trust, has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                      MELLON BANK HOME EQUITY LOAN TRUST 1996-1


                                      By  MELLON BANK, N.A.


                                         By     STEVEN G. ELLIOTT            
                                            -----------------------------------
                                             Name:  Steven G. Elliott
                                             Title: Senior Vice Chairman and
                                                    Chief Financial Officer

Date:  March 26, 1999


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

<TABLE>
<CAPTION>

Exhibit                                                         Page
-------                                                         ----
<S>      <C>                                                    <C>
20.1     Annual Certificateholders Report                        6
20.2     Annual Servicer's Certificate                           7
20.3     Report of Independent Certified Public Accountants      8
</TABLE>





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