CHASE MANHATTAN CORP
8-K, 1995-12-14
NATIONAL COMMERCIAL BANKS
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             SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC  20549
                              
                          FORM 8-K
                              
                       CURRENT REPORT
                              
             PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934
                              
                              
              Date of Report  December 13, 1995
              (Date of earliest event reported)
                              
                              
               THE CHASE MANHATTAN CORPORATION
                              
   (Exact name of registrant as specified in its charter)
                              
     Delaware             1-5945             13-2633613
                              
    (State or other      (Commission File   (IRS Employer
   jurisdiction of         Number)     Identification No.)
   incorporation)
                              
                              
              1 Chase Manhattan Plaza
              New York, New York                  10081
   (Address of principal executive offices)    (Zip Code)
                              
                              
                       (212) 552-2222
                              
    (Registrant's telephone number, including area code)
                              
                     Not Applicable
(Former name or former address, if changed since last report)
                              
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Item 5.   Other Events

     On December 13, 1995, The Chase Manhattan Corporation
(the "Company") issued a press release stating that the
respective stockholders of the Company and Chemical Banking
Corporation had approved the merger of the two companies and
that regulatory approval to consummate the merger had been
granted by the Antitrust Division of the U.S. Department of
Justice.

Item 7.   Financial Statements, Pro Forma Financial
          Information and Exhibits

     (c)  Exhibits


99        Press release dated December 13, 1995.


Pursuant to the requirements 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.

                         THE CHASE MANHATTAN CORPORATION
                         (Registrant)                           
                         By:  /s/ L. Edward Shaw, Jr.
                             -----------------------
                                  L. Edward Shaw, Jr.
                                  Executive Vice President
                                  and General Counsel



December 13, 1995

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                      EXHIBIT INDEX
Exhibit   Document

99        Press release dated December 13, 1995.

     










63490


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[Chase logo]                            [Chemical logo]

                    NEWS RELEASE

Chase Press Contact:          Chemical Press Contact:
John Anderson                 John Stefans
212-552-6224                  212-270-7438

     New York, December 13, 1995 -- The Chase Manhattan
Corporation and Chemical Banking Corporation confirmed that,
at separate meetings held on December 11, their respective
stockholders had approved the merger of the two companies.

     At Chemical, the merger was approved by holders
representing approximately 77 percent of the outstanding
common stock, or approximately 99 percent of the votes cast;
and at Chase, by holders representing approximately 74
percent of the outstanding stock, or approximately 99
percent of the votes cast.

     The Chemical common stockholders also approved the
amendment and restatement of the Chemical Certificate of
Incorporation to provide for an increase in the number of
shares which the Corporation will have authority to issue,
from 400,000,000 to 750,000,000, and to make certain other
technical changes.

     Chase and Chemical also announced that they have
learned that the U.S. Department of Justice today notified
the Board of Governors of the Federal Reserve System that
the Department of Justice has completed its competitive
review of the proposed merger and has concluded that it does
not object to the merger on antitrust grounds.

     It is anticipated that the merger, which is subject to
regulatory approval, including that of the Federal Reserve
Board, will be completed during the first quarter of 1996.









63491



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