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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, 1997
                         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, 1998, 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, 1998, 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, 1997,
                  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, 1997 
             February 14, 1997 
             March 18, 1997
             April 16, 1997 
             May 14, 1997 
             June 13, 1997 
             July 15, 1997 
             August 14, 1997 
             September 17, 1997 
             October 10, 1997 
             November 14, 1997 
             December 12, 1997

         (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 /s/ STEVEN G. ELLIOTT
                                       -----------------------------------
                                          Name:  Steven G. Elliott
                                          Title: Senior Vice Chairman &
                                                 Chief Financial Officer

Date:  March 27, 1998

















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

Exhibit                                                               Page
-------                                                               ----


20.1     Annual Certificateholders Report                               6

20.2     Annual Servicer's Certificate                                  7

20.3     Report of Independent Certified Public Accountants             8
















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