SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-K/A
                                 Amendment No.1


(Mark One)

/     x / ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 or

/   / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934


      Commission File No.:   333-72907-02

Mellon Residential Funding Corporation
Mortgage Pass-Through Certificates Series 1999-BC3 Trust
(Exact name of registrant as specified in its charter)



New York                          52-2207745
(State or other jurisdiction     (I.R.S. Employer
 of incorporation or              Identification  No.)
 organization)


c/o Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland                            21044
(Address of principal executive offices)     (ZIP Code)


Registrant's telephone number, including area code:
     (410) 884-2000

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

     NONE

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

     NONE

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 ___


This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual Report
on Form 10-K (the  "Original  Form 10-K") filed on March 24, 2000,  on behalf of
Mellon Residential Funding Corporation Mortgage Pass-Through Certificates Series
1999-BC3  established  pursuant  to the Pooling and  Servicing  Agreement  among
Mellon Residential Funding  Corporation as Depositor,  Boston Safe Deposit and
Trust  Company as Seller and Master  Servicer,  Mellon Bank, N.A. as Standby
Purchaser,  and Wells Fargo Bank Minnesota, National Association, as Trustee,
pursuant to which the Mellon Residential Funding Corporation  Mortgage
Pass-Through Certificates Series 1999-BC3 registered under the Securities Act of
1933 (the "Certificates") were issued.


Item 14 of the original Form 10K is amended in its entirety to read as follows:

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

          (a) Exhibits

              (99.1) Annual   Independent    Accountants'    Servicing   Reports
                     concerning servicing activities for the year ended December
                     31, 1999.

                       a) Dovenmuehle Mortgage Co. <F1>

              (99.2) Report  of  Management   as  to  Compliance   with  Minimum
                     Servicing Standards for the year ended December 31, 1999.

                       a) Dovenmuehle Mortgage Co. <F1>

              (99.3) Annual  Statements  of  Compliance  under the  Pooling  and
                     Servicing Agreements for the year ended December 31, 1999.

                       a) Dovenmuehle Mortgage Co. <F1>

              (99.4) Aggregate Statement of Principal and
                      Interest Distributions to Certificate
                      Holders. <F2>

               (b) On October  4, 1999,  a report on Form 8-K was filed in order
                 to  provide  the  Pooling  and  Servicing   Agreement  for  the
                 Certificates.

                 On November 3, 1999, and December 7, 1999,  reports on Form 8-K
                 were filed by the  Company in order to provide  the  statements
                 for the monthly  distributions to holders of the  Certificates.
                 No other  reports on Form 8-K have been  filed  during the last
                 quarter of the period covered by this report.

            (c) Not applicable.

            (d)  Omitted.

<F1>  Filed herewith.
<F2>  Previously filed.

                           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:


Mellon Residential Funding Corporation
Mortgage Pass-Through Certificates Series 1999-BC3

Signed:   Wells Fargo Bank Minnesota, N.A., as Trustee

By:   Sherri Sharps, Vice president
By:  /s/  Sherri Sharps, Vice president

Dated:  April 6, 2001


Exhibit Index

Exhibit No.

99.1      Annual Independent Accountants' Servicing Reports concerning servicing
          activities for the year ended December 31, 1999.

                      a) Dovenmuehle Mortgage Co. <F1>

99.2      Report of Management as to Compliance with Minimum Servicing Standards
          for the year ended December 31, 1999.

                      a) Dovenmuehle Mortgage Co. <F1>

99.3      Annual  Statements  of  Compliance  under the  Pooling  and  Servicing
          Agreements for the year ended December 31, 1999.

                      a) Dovenmuehle Mortgage Co. <F1>

99.4      Aggregate Statement of Principal and Interest Distributions to
          Certificate Holders.<F2>

<F1>  Filed herewith.
<F2>  Previously filed.