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, 1999

                        Commission file number:  333-24453-06

                      MELLON RESIDENTIAL FUNDING CORPORATION
          (as depositor under the Pooling and Servicing Agreement, dated
          as of April 29 , 1999, which forms Mellon Bank Residential Funding
          Home Equity Installment Loan Trust 1999-1 Mortgage Pass-Through
          Certificates, Series MHELT 1999-1.

                    MELLON RESIDENTIAL FUNDING CORPORATION
          HOME EQUITY INSTALLMENT LOAN TRUST 1999-1 MORTGAGE PASS-THROUGH
                      CERTIFICATES, SERIES MHELT 1999-1.
              (Exact name of Registrant as specified in its Charter)

           DELAWARE                                    23-2889067
           (State or other jurisdiction                (I.R.S. Employer
           incorporation or organization)              Identification Number)

           ONE MELLON BANK CENTER, ROOM 410
           PITTSBURGH, PENNSYLVANIA                    15258
           (Address of principal executive offices)    (Zip Code)

            Registrant's telephone number, including area code:
                               (412) 236-6559

          Securities registered pursuant to Section 12(b) of the Act:
                               NOT APPLICABLE.

          Securities registered pursuant to Section 12(g) of the Act:
                               NOT APPLICABLE.

          Indicate by 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 the Registrant's knowledge, in definitive
          proxy or information statements incorporated by reference in Part III
          of the Form 10-K or any amendment to this Form 10-K.  [  ].

          Aggregate market value of voting stock held by non-affiliates of the
          Registrant as of December 31, 1999:  NOT APPLICABLE.

          Number of shares of common stock outstanding as of December 31, 1999:
          NOT APPLICABLE.

          DOCUMENTS INCORPORATED BY REFERENCE

          Documents in Part I and Part IV incorporated herein by reference are
          as follows:

          Pooling and Servicing Agreement of Registrant dated as of April 29,
          1999 (hereby incorporated herein by reference as part of the
          Registrant's Current Report on Form 8-K as Exhibit 4.1, and filed
          with the Securities and Exchange Commission on May 4, 1999).

          Documents in Part II and Part IV incorporated herein by reference are
          as follows:

          Monthly Remittance Statement to the Certificateholders dated as of
          May 25, 1999, and filed with the Securities and Exchange Commission
          on Form 8-K on June 10, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          June 25, 1999, and filed with the Securities and Exchange Commission
          on Form 8-K on July 16, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          July 26, 1999, and filed with the Securities and Exchange Commission
          on Form 8-K on August 2, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          August 25, 1999, and filed with the Securities and Exchange Commission
          on Form 8-K on September 3, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          September 27, 1999, and filed with the Securities and Exchange
          Commission on Form 8-K on October 15, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          October 25, 1999, and filed with the Securities and Exchange
          Commission on Form 8-K on November 4, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          November 25, 1999 and filed with the Securities and Exchange
          Commission on Form 8-K on December 15, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          December 27, 1999, and filed with the Securities and Exchange
          Commission on Form 8-K on January 12, 2000.


          PART I

          ITEM 1.  Business.


          The trust fund (the "Trust") created pursuant to a Pooling and
          Servicing Agreement dated as of April 29, 1999 (the "Pooling and
          Servicing Agreement") among Mellon Residential Funding Corporation,
          as Depositor (the "Depositor"), Mellon Bank, N.A. as national banking
          association organized under the laws of the United States, as seller
          Company of California, N.A., as trustee (the "Trustee")

          The Certificates will be issued pursuant to the Agreement.  The
          Mortgage Pass-Through Certificates, Series MHELT 1999-1 will consist
          of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5
          Certificates (collectively, the "Senior Certificates") and the Class
          B Certificates (the "Subordinated Certificates").  The Senior
          Certificates, the Subordinated Certificates and the Residual
          Certificates, which are not offered hereby, are collectively
          Referred to herein as the "Certificates").  Only the Senior
          Certificates and the Subordinated Certificates (collectively, the
          "Offered Certificates") are offered hereby.

          Information with respect to the business of the Trust would not be
          meaningful because the only "business" of the Trust is the collection
          on the Mortgage Loans and distribution of payments on the
          Certificates to Certificateholders. This information is accurately
          summarized in the Monthly Reports to Certificateholders, which are
          filed on Form 8-K.  There is no additional relevant information to
          report in response to Item 101 of Regulation S-K.

          ITEM 2.  Properties.

          The Depositor owns no property.  The Mellon Residential Funding
          Corporation Home Equity Installment Loan Trust 1999-1 Mortgage
          Pass-Through Certificates, Series MHELT 1999-1, in the aggregate,
          represent the beneficial ownership in a Trust consisting primarily
          of the Mortgage Loans.  The Trust will acquire title to real estate
          only upon default of the mortgagors under the Mortgage Loan.
          Therefore, this item is inapplicable.

          ITEM 3.  Legal Proceedings.

          None.

          ITEM 4.  Submission of Matters to a Vote of Security Holders.

          No matters were submitted to a vote of Certificateholders during the
          fiscal year covered by this report.


          PART II

          ITEM 5.  Market for Registrant's Common Equity and Related
          Stockholder Matters.

          The Mellon Residential Funding Corporation Home Equity Installment
          Loan Trust 1999-1 Mortgage Pass-Through Certificates, Series MHELT
          1999-1 represents, in the aggregate, the beneficial ownership in a
          trust fund consisting primarily of the Mortgage Certificates.  The
          Certificates are owned by Certificateholders as trust beneficiaries.
          Strictly speaking, Registrant has no "common equity," but for
          purposes of this Item only, the Registrant's Home Equity Loan Trust
          1999-1 Mortgage Pass-Through Certificates, Series MHELT 1999-1 are
          treated as "common equity."

          (a) Market Information.  There is no established public trading
          market for Registrant's Certificates.  Registrant believes the
          Certificates are traded primarily in intra-dealer markets and
          non-centralized inter-dealer markets.

          (b)  Holders.  The number of registered holders of all classes of
           Certificates on December 31, 1999 was:  16.

          (c)  Dividends.  Not applicable.  The information regarding dividends
          required by sub-paragraph (c) of Item 201 of Regulation S-K is
          inapplicable because the Trust does not pay dividends.  However,
          information as to distribution to Certificateholders is provided in
          the Monthly Reports to Certificateholders for each month of the
          fiscal year in which a distribution to Certificateholders was made.

          ITEM 6.  Selected Financial Data.

          Not Applicable.  Because of the limited activities of the Trust, the
          Selected Financial Data required by Item 301 of Regulation S-K does
          not add relevant information to that provided by the Monthly Reports
          to Certificateholders, which are filed on a monthly basis on Form
          8-K.

          ITEM 7.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations.

          Not Applicable.  The information required by Item 303 of Regulation
          S-K is inapplicable because the Trust does not have management per
          se, but rather the Trust has a Trustee who causes the preparation of
          the Monthly Reports to Certificateholders. The information provided
          by the Monthly Reports to Certificateholders, which are filed on a
          monthly basis on Form 8-K, does provide the relevant financial
          information regarding the financial status of the Trust.

          ITEM 8.  Financial Statements and Supplementary Data.

          Monthly Remittance Statement to the Certificateholders dated as of
          May 25, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          June 25, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          July 26, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          August 25, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          September 27, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          October 25, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          November 25, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          December 27, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          January 25, 2000.

          Annual Statement of Compliance by the Master Servicer is not
          currently available and will be subsequently filed on Form 8-K/A.

          Independent Accountant's Report on Servicer's will be subsequently
          filed on Form 8-K/A.

          ITEM 9.  Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure.

          None.


          PART III

          ITEM 10.  Directors and Executive Officers of Registrant.

          Not Applicable.  The Trust does not have officers or directors.
          Therefore, the information required by items 401 and 405 of
          Regulation S-K are inapplicable.

          ITEM 11.  Executive Compensation.

          Not Applicable.  The Trust does not have officers or directors to
          whom compensation needs to be paid.  Therefore, the information
          required by item 402 of regulation S-K is inapplicable.

          ITEM 12.  Security Ownership of Certain Beneficial Owners and
          Management.

          (a)Security ownership of certain beneficial owners.  Under the
          Pooling and Servicing Agreement governing the Trust, the holders of
          the Certificates generally do not have the right to vote and are
          prohibited from taking part in management of the Trust.  For purposes
          of this Item and Item 13 only, however, the Certificateholders are
          treated as "voting security" holders.

          As of December 31, 1999, the following are the only persons known to
          the Registrant to be the beneficial owners of more than 5% of any
          class of voting securities:

          BOSTON SAFE DEPOSIT AND TRUST COMPANY
          CONSTANCE HOLLOWAY
          C/O MELLON BANK, N.A.
          THREE MELLON BANK CENTER, ROOM 153-3015
          PITTSBURGH, PA 15259
          SERIES MHELT 1999-1
          CLASS A-1
          $6,000,000
          10.0%

          INVESTORS FIDUCIARY TRUST COMPANY/SSB
          JOSEPH J. CALLAHAN
          1776 HERITAGE DRIVE
          GLOBAL CORPORATE ACTION UNIT JAB 5NW
          NO. QUINCY, MA 02171
          SERIES MHELT 1999-1
          CLASS A-1
          $25,000,000
          41.0%

          INVESTORS BANK & TRUST/M.F. CUSTODY
          JO ANNE LOWE
          200 CLARENDON STREET
          15TH FL HANCOCK TOWER
          BOSTON, MA 02116
          SERIES MHELT 1999-1
          CLASS A-1
          $4,000,000
          6.0%

          PNC BANK, NATIONAL ASSOCIATION
          GLEN METZGER
          1600 MARKET STREET
          29TH FLOOR
          PHILADELPHIA, PA 19103
          CLASS A-1
          $26,000,000
          42.0%

          BANK OF NEW YORK (THE)
          CECILE LAMARCO
          925 PATTERSON PLANK RD.
          SECAUCUS, NJ 07094
          SERIES MHELT 1999-1
          CLASS A-2
          $5,000,000
          19.0%

          BANKERS TRUST COMPANY
          JOHN LASHER
          C/O BT SERVICES TENNESSEE INC.
          648 GRASSMERE PARK DRIVE
          NASHVILLE, TN 37211
          SERIES MHELT 1999-1
          CLASS A-2
          $2,000,000
          7.0%

          MELLON BANK/SAFEKEEPING
          TINA HITCHINS
          ONE MELLON BANK CENTER,
          4 TH FLOOR
          PITTSBURGH, PA 15258
          SERIES MHELT 1999-1
          CLASS A-2
          $4,500,000
          17.0%

          STATE STREET BANK AND TRUST COMPANY
          JOSEPH J. CALLAHAN
          1776 HERITAGE DRIVE
          GLOBAL CORPORATE ACTION UNIT JAB 5NW
          NO. QUINCY, MA 02171
          SERIES MHELT 1999-1
          CLASS A-2
          $15,500,000
          57.0%

          BANKERS TRUST COMPANY
          JOHN LASHER
          C/O BT SERVICES TENNESSEE INC.
          648 GRASSMERE PARK DRIVE
          NASHVILLE, TN 37211
          SERIES MHELT 1999-1
          CLASS A-3
          $3,275,000
          31.0%

          NORTHERN TRUST COMPANY (THE)
          JARVIS A. MCKEE
          801 S. CANAL C-IN
          CHICAGO, IL 60607
          SERIES MHELT 1999-1
          CLASS A-3
          $7,425,000
          69.0%

          BANK OF NEW YORK (THE)
          CECILE LAMARCO
          925 PATTERSON PLANK RD.
          SECAUCUS, NJ 07094
          SERIES MHELT 1999-1
          CLASS A-4
          $1,000,000
          9.0%

          CHASE MANHATTAN BANK
          ORMA TRIM SERVISOR
          4 NEW YORK PLAZA
          13TH FLOOR
          NEW YORK, NY 10004
          SERIES MHELT 1999-1
          CLASS A-4
          $9,000,000
          83.0%

          PNC BANK, NATIONAL ASSOCIATION
          GLEN METZGER
          1600 MARKET STREET
          29TH FLOOR
          PHILADELPHIA, PA 19103
          CLASS A-4
          $906,000
          8.0%

          BANK OF NEW YORK (THE)
          CECILE LAMARCO
          925 PATTERSON PLANK RD.
          SECAUCUS, NJ 07094
          SERIES MHELT 1999-1
          CLASS A-5
          $13,400,000
          100.0%

          STATE STREET BANK AND TRUST COMPANY
          JOSEPH J. CALLAHAN
          1776 HERITAGE DRIVE
          GLOBAL CORPORATE ACTION UNIT JAB 5NW
          NO. QUINCY, MA 02171
          SERIES MHELT 1999-1
          CLASS A-6
          $10,750,000
          100.0%


          (b)Security ownership of management.  Not Applicable.  The Trust
          does not have any officers or directors.  Therefore, the
          information required by Item 403 of Regulation S-K is inapplicable.

          (c) Changes in control.  Not Applicable.  Since Certificateholders
          do not possess, directly or indirectly, the power to direct or cause
          the direction of the management and policies of the Trust, other than
          in respect to certain required consents regarding any amendments to
          the Pooling and Servicing Agreement, the information requested with
          respect to item 403 of Regulation S-K is inapplicable.

          ITEM 13.  Certain Relationships and Related Transactions.

          (a)  Transactions with management and others.  Registrant knows of no
          transaction or series of transactions during the fiscal year ended
          December 31, 1999, or any currently proposed transaction or series of
          transactions, in an amount exceeding $60,000 involving the Registrant
          in which the Certificateholders identified in Item 12(a) had or will
          have a direct or indirect material interest.  There are no persons of
          the types described in Item 404(a)(1),(2) and (4) of Regulation S-K,
          however, the information required by Item 404(a)(3) of Regulation S-K
          is hereby incorporated by reference in Item 12 herein.

          (b)  Certain business relationships.  None.

          (c)  Indebtedness of management. Not Applicable.  The Trust does not
          have management consisting of any officers or directors.  Therefore,
          the information required by item 404 of Regulation S-K is
          inapplicable.

          (d)Transactions with promoters.  Not Applicable.  The Trust does
          not use promoters.  Therefore, the information required by item 404
          of Regulation S-K is inapplicable.


          PART IV

          ITEM 14.  Exhibits, Financial Statement Schedules, and Reports on
          Form 8-K.

          (a)The following is a list of documents filed as part of this
          report:

          EXHIBITS

          Monthly Remittance Statement to the Certificateholders dated as of
          May 25, 1999, and filed with the Securities and Exchange Commission
          on Form 8-K on June 10, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          June 25, 1999, and filed with the Securities and Exchange Commission
          on Form 8-K on July 16, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          July 26, 1999, and filed with the Securities and Exchange Commission
          on Form 8-K on August 2, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          August 25, 1999, and filed with the Securities and Exchange
          Commission on Form 8-K on September 3, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          September 27, 1999, and filed with the Securities and Exchange
          Commission on Form 8-K on October 15, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          October 25, 1999, and filed with the Securities and Exchange
          Commission on Form 8-K on November 4, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          November 25, 1999 and filed with the Securities and Exchange
          Commission on Form 8-K on December 15, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          December 27, 1999, and filed with the Securities and Exchange
          Commission on Form 8-K on January 12, 2000.

          Annual Statement of Compliance by the Master Servicer is not
          currently available and will be subsequently filed on Form 8-K/A.

          Independent Accountant's Report on Servicer's servicing activities is
          not currently available and will be subsequently filed on Form 8-K/A.

          (b)  The following Reports on Form 8-K were filed during the last
          quarter of the period covered by this Report:

          Monthly Remittance Statement to the Certificateholders dated as of
          October 25, 1999, and filed with the Securities and Exchange
          Commission on Form 8-K on November 4, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          November 25, 1999 and filed with the Securities and Exchange
          Commission on Form 8-K on December 15, 1999.

          Monthly Remittance Statement to the Certificateholders dated as of
          December 27, 1999, and filed with the Securities and Exchange
          Commission on Form 8-K on January 12, 2000.

          (c)  The exhibits required to be filed by Registrant pursuant to Item
          601 of Regulation S-K are listed above and in the Exhibit Index that
          immediately follows the signature page hereof.

          (d)  Not Applicable.  The Trust does not have any subsidiaries or
          affiliates.  Therefore, no financial statements are filed with
          respect to subsidiaries or affiliates.

          Supplemental information to be furnished with reports filed pursuant
          to Section 15(d) by registrants which have not registered securities
          pursuant to Section 12 of the Act.

          No annual report, proxy statement, form of proxy or other soliciting
          material has been sent to Certificateholders, and the Registrant does
          not contemplate sending any such materials subsequent to the filing
          of this report.


                                     SIGNATURE

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

                             By:  Bankers Trust Company of California, N.A.
                                  not in its individual capacity but solely
                                  as a duly authorized agent of the
                                  Registrant pursuant to the Pooling and
                                  Servicing Agreement, dated as of April 29,
                                  1999.


                                  By:  /s/Judy L. Gomez
                                  Judy L. Gomez
                                  Assistant Vice President

          Date:  March 22, 2000


          EXHIBIT INDEX

          Exhibit Document

          1.1  Monthly Remittance Statement to the Certificateholders dated as
               of May 25, 1999, and filed with the Securities and Exchange
               Commission on Form 8-K on June 10, 1999.

          1.2  Monthly Remittance Statement to the Certificateholders dated as
               of June 25, 1999, and filed with the Securities and Exchange
               Commission on Form 8-K on July 16, 1999.

          1.3  Monthly Remittance Statement to the Certificateholders dated as
               of July 26, 1999, and filed with the Securities and Exchange
               Commission on Form 8-K on August 2, 1999.

          1.4  Monthly Remittance Statement to the Certificateholders dated as
               of August 25, 1999, and filed with the Securities and Exchange
               Commission on Form 8-K on September 3, 1999.

          1.5  Monthly Remittance Statement to the Certificateholders dated as
               of September 27, 1999, and filed with the Securities and
               Exchange Commission on Form 8-K on October 15, 1999.

          1.6  Monthly Remittance Statement to the Certificateholders dated as
               of October 25, 1999, and filed with the Securities and Exchange
               Commission on Form 8-K on November 4, 1999.

          1.7  Monthly Remittance Statement to the Certificateholders dated as
               of November 25, 1999 and filed with the Securities and Exchange
               Commission on Form 8-K on December 15, 1999.

          1.8  Monthly Remittance Statement to the Certificateholders dated as
               of December 27, 1999, and filed with the Securities and Exchange
               Commission on Form 8-K on January 12, 2000.

          1.9  The Pooling and Servicing Agreement of the Registrant dated as
               of April 29, 1999 (hereby incorporated herein by reference and
               filed as part of the Registrant's Current Report on Form 8-K as
               Exhibit 4.1, and filed with the Securities and Exchange
               Commission on May 4, 1999).