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Registration No. 33-57649
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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THE CHASE MANHATTAN CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 6711 13-2633613
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classifica- Identification No.)
incorporation or tion Code Number)
organization)
The Chase Manhattan Corporation
1 Chase Manhattan Plaza, New York, New York 10081
(212) 552-2222
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
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LESTER J. STEPHENS, JR. ARJUN K. MATHRANI RONALD C. MAYER
Senior Vice President Executive Vice Secretary
and Controller President and
Chief Financial
Officer
The Chase Manhattan Corporation
1 Chase Manhattan Plaza, New York, New York 10081
(212)552-2222
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
ROBERT B. ADAMS, Esq.
Senior Vice President and Deputy General Counsel
The Chase Manhattan Corporation
1 Chase Manhattan Plaza
New York, New York 10081
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An aggregate of 11,725,806 shares of common stock, par
value $2.00 per share ("Common Stock"), of The Chase Manhattan
Corporation, a Delaware corporation ("Chase"), and attached
Junior Participating Preferred Stock Purchase Rights (the
"Rights") were initially registered under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-
4 dated February 9, 1995 in connection with the merger of U.S.
Trust Corporation, a New York corporation ("UST"), with and into
Chase (the "Merger").
On September 2, 1995, the Merger became effective and
each issued and outstanding share of common stock, par value
$1.00 per share, of UST was converted into the right to receive
.680 shares of Chase Common Stock, with the result that only
6,618,928 shares of Chase Common Stock and attached Rights will
be issued. In accordance with the Item 22 in Part II of the
Registration Statement relating to certain undertakings, this
Post-Effective Amendment No. 1 is being filed by Chase for the
purpose of deregistering 5,106,878 shares of Chase Common Stock
and attached Rights.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Post-Effective Amendment
No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York,
State of New York, on this 23rd day of January, 1996.
THE CHASE MANHATTAN CORPORATION
By: /s/ Ronald C. Mayer
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(Ronald C. Mayer)
(Attorney-in-fact)(1)
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Capacity Date
Thomas G. Labrecque Director, Chairman of January 23, 1996
the Board (Principal
Executive Officer)
By: /s/ Ronald C. Mayer
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(Ronald C. Mayer)
(Attorney-in-fact)(1)
Richard J. Boyle,
M. Anthony Burns,
James L. Ferguson,
H. Laurance Fuller, Directors
William H. Gray, III,
Delano E. Lewis,
Paul W. MacAvoy,
John H. McArthur,
David T. McLaughlin,
Edmund T. Pratt, Jr.,
Henry B. Schacht,
Donald H. Trautlein,
By: /s/ Ronald C. Mayer January 23, 1996
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(Ronald C. Mayer)
(Attorney-in-fact)(1)
__________________________ Director January __, 1996
Donald L. Boudreau
__________________________ Director January __, 1996
E. Michel Kruse
__________________________ Director January __, 1996
Susan V. Beresford
__________________________ Director January __, 1996
David T. Kearns
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Signature Capacity Date
Arjun K. Mathrani Executive Vice January 23, 1996
President
and Chief Financial
Officer (Principal
Financial Officer)
By: /s/ Ronald C. Mayer
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(Ronald C. Mayer)
(Attorney-in-fact)(1)
Lester J. Stephens, Jr. Senior Vice President January 23, 1996
and Controller
(Principal Accounting
Officer)
By: /s/ Ronald C. Mayer
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(Ronald C. Mayer)
(Attorney-in-fact)(1)
__________
(1) An original power of attorney authorizing Ronald C. Mayer to
sign any amendment to the Registration Statement on behalf of the
Registrant and certain directors and officers of the Registrant
was included in Part II of the Registration Statement as
originally filed with the Securities and Exchange Commission.
LGL1\64706-1
