CHASE MANHATTAN CORP
8-A12B, 1994-05-25
NATIONAL COMMERCIAL BANKS
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              SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549

                       -----------------

                           FORM 8-A


       FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
            PURSUANT TO SECTION 12(b) OR (g) OF THE
                SECURITIES EXCHANGE ACT OF 1934

                  --------------------------


                THE CHASE MANHATTAN CORPORATION
                -------------------------------
    (Exact name of registrant as specified in its charter)

     Delaware                 13-26333613
     --------                 -----------
(State of incorporation       (IRS Employer
 or organization)              Identification No.)


1 Chase Manhattan Plaza,
  New York, New York               10081
  ------------------               ------
(Address of principal              (Zip Code)
 executive offices)

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

Title of each class                Name of each exchange
to be so registered                on which each class is
                                   to be registered
- -------------------                -----------------------
8% Subordinated Notes              New York Stock Exchange,
Due 2004                           Inc.
          



                   -------------------------

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


                             NONE



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Item 1.  Description of Registrant's Securities to be
         Registered.
- -------  ---------------------------------------------

     The information required by this item is contained on the
cover page and under the captions "Description of Debt
Securities" and "The Subordinated Securities" in a Prospectus
dated March 2, 1993 relating generally to the registrant's Debt
Securities and Warrants and on the cover page and under the
caption "Description of Notes" in a Prospectus Supplement dated
May 18, 1994 supplementing such Prospectus and relating
specifically to the Registrant's 8% Subordinated Notes Due 2004
(the securities being registered hereunder).  Such Prospectus and
accompanying Prospectus Supplement have been filed by the
registrant with the Securities and Exchange Commission pursuant
to Rule 424(b) under the Securities Act of 1933, as amended, and
such information is incorporated herein by reference. 

Item 2.  Exhibits.
- -------  ---------

     The following exhibits are incorporated by reference as a
part of this registration statement:

Exhibit
Number
- -------
1.1   --  Form of global 8% Subordinated Note Due 2004. 
          Incorporated by reference to Exhibit (4)(kk) to the
          registrant's Current Report on Form 8-K dated 
          May 18, 1994 (the "Form 8-K").

1.2   --  Form of definitive 8% Subordinated Note Due 2004. 
          Incorporated by reference to Exhibit (4)(ll) to the
          Form 8-K.

2.1   --  Amended and Restated Indenture dated as of 
          September 1, 1993, between the registrant and Chemical
          Bank, as Trustee.  Incorporated by reference to Exhibit
          4(cc) to the registrant's Current Report on Form 8-K
          dated August 19, 1993.












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                           SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.


                             THE CHASE MANHATTAN CORPORATION


                             By  /s/ David H. Knutson
                                 --------------------       
                                 David H. Knutson
                                 Associate Secretary


Date:  May 24, 1994



      

 



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