<PAGE> 1
[Logo] BENEFITS NEWS
Published by the Corporate Benefits Department
November 1995
TO: PARTICIPANTS IN THE THRIFT-INCENTIVE PLAN
CHASE COMMON STOCK FUND
As a participant in the Chase Common Stock Fund of the
Thrift-Incentive Plan (TIP), you have the right to vote the
full shares of Common Stock of The Chase Manhattan
Corporation allocable to your account at the Special Meeting
of Stockholders to be held on December 11, 1995.
Enclosed are the following items related to the voting
process:
1. Letter from the Director of Investor Relations
2. Notice of Special Meeting of Stockholders and Proxy
Statement
3. Proxy card and envelope for returning the Proxy card
VOTING INSTRUCTIONS
To vote your shares, mark the appropriate box on the Proxy
card, date the card in the signature area, and return it in
the envelope provided. You need not sign the Proxy card as
it has already been presigned by the Bank's nominee.
SHARE ALLOCATION
The number of shares you are entitled to vote is the number
of full shares based on your portion of the total shares
held in the Chase Common Stock Fund. For liquidity
purposes, the Chase Common Stock Fund also holds other
temporary investments.
<PAGE> 2
The Chase Manhattan Bank, N.A. William F. Maletz
1 Chase Manhattan Plaza Director
New York, New York 10081 Investor Relations
November 1995
Dear Chase Common Stock Fund Participant:
Enclosed is Chase's material in connection with our Special
Meeting of Stockholders to be held on December 11, 1995.
As a Chase employee, your participation in your
corporation's stockholder decision process is particularly
important. Being familiar with the Corporation's affairs,
you are well-positioned to exercise your voting
responsibility.
Please read the enclosed material, mark the Proxy card as
you see fit, date it and return it as soon as possible.
Your prompt return of the Proxy will reduce the cost of
soliciting unvoted shares.
Thank you for your prompt response.
Sincerely,
/s/ William F. Maletz
