CHASE MANHATTAN CORP
8-A12B, 1994-05-05
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
- -------------------                     -----------------------
   
Preferred Stock, Adjustable             New York Stock Exchange,
Rate Series N*                          Inc.

*Cumulative, stated value $25 per share

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

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 caption "Description of Preferred
Stock" in a Prospectus dated September 23, 1992 relating
generally to the registrant's Preferred Stock of various series
and on the cover page and under the caption "Description of
Series N Preferred Stock" in a Prospectus Supplement dated April
29, 1994 supplementing such Prospectus and relating specifically
to the Registrant's Preferred Stock, Adjustable Rate Series N
(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 exhibit is incorporated by reference as a
part of this registration statement:

Exhibit
Number
- ------

1.1   --  Certificate of Designation, Preferences and Rights of
          Preferred Stock, Adjustable Rate Series N of the
          registrant. Incorporated by reference to Exhibit (4)(e)
          to the registrant's Current Report on Form 8-K dated
          April 29, 1994.



















                              - 2 -
<PAGE> 3



                            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 5, 1994



      

 



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