<PAGE> 1
As filed with the Securities and Exchange Commission on December 15, 1995
Registration No. 33-_____
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8*
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
J.P. MORGAN & CO. INCORPORATED
(Exact name of issuer as specified in its charter)
Delaware
(State of other jurisdiction of incorporation or
organization)
13-2625764
(I.R.S. Employer Identification No.)
60 Wall Street, New York, New York 10260-0060
(Address of principal executive offices) (Zip Code)
____________________
STOCK BONUS PLAN OF
J.P. MORGAN & CO. INCORPORATED
AND AFFILIATED COMPANIES
(Full title of the plan)
____________________
Edward J. Kelly, III, Secretary
J.P. Morgan & Co. Incorporated
60 Wall Street, New York, New York 10260-0060
(212) 648-8423
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Copies to: Margaret M. Foran, Esq.
J.P. Morgan & Co. Incorporated
60 Wall Street, New York, New York 10260-0060
CALCULATION OF REGISTRATION FEE
=================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price per Offering Registration
Registered Registered (1) Share (2) Price (2) Fee
________________________________________________________________
Common 6,000,000 $80.56 $483,360,000 $166,675.86
Stock,
$2.50 par
value
=================================================================
(1) These shares are in addition to total remaining shares of 107,430
being carried forward from Registration Statement No. 33-49265. A filing
fee of $2,144.40 was previously paid and applies to the shares carried
forward.
(2) Estimated solely for the purpose of calculating the registration fee.
===============================================================
*Pursuant to Rule 429, this constitutes Post-Effective Amendment No. 1 to
Registration Statement No. 33-49265.
<PAGE> 2
STOCK BONUS PLAN
OF J.P. MORGAN & CO. INCORPORATED
AND AFFILIATED COMPANIES
PART II: INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- -----------------------------------------------
There are incorporated by reference the following documents of J.P.
Morgan & Co. Incorporated, a Delaware corporation ("J.P. Morgan")
heretofore filed by it with the Securities and Exchange Commission (the
"Commission"):
(a) J.P. Morgan's Annual Report on Form 10-K for the year ended
December 31, 1994 (included in its Annual Report to Stockholders).
(b) J.P. Morgan's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995.
(c) J.P. Morgan's Current Reports on Form 8-K dated January 12,
1995, February 14, 1995, February 27, 1995, April 13, 1995, May 23,
1995, June 21, 1995, July 13, 1995, July 18, 1995 and October 12, 1995.
(d) Definitive Proxy Statement for the Annual Meeting of
Stockholders of J.P. Morgan held on May 10, 1995.
J.P. Morgan also incorporates the description of the common stock
of J.P. Morgan contained in a registration statement filed under the
Securities Exchange Act of 1934, including any amendments and reports
filed for the purpose of updating such description. In addition, J.P.
Morgan incorporates the description of J.P. Morgan's Adjustable Rate
Cumulative Preferred Stock, Series A, appearing under Registration
Statement No. 2-81934 and the description of its Variable Cumulative
Preferred Stock, Series B through F, appearing under the headings
"Description of Capital Stock", "Auction Procedures", "Remarketing
Procedures", "Ownership of Shares by Company or Affiliate" and "Changes
in Dividend Determination Method" included in Registration Statement No.
33-32427.
All documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")subsequent to
the date of this Registration Statement on Form S-8 and prior to the
filing of a post-effective amendment to this Registration Statement on
Form S-8 which indicates that all securities offered hereunder have been
sold or which deregisters all securities remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement on
Form S-8 and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement on Form S-8 to
the extent that a statement contained in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement on Form S-8.
<PAGE> 3
Item 5. Interests of Named Experts and Counsel
- -----------------------------------------------
The validity of the J.P. Morgan Common Stock $2.50 par value, (the
"Common Stock") offered pursuant to this Registration Statement on Form
S-8 will be passed upon by the Corporation by Margaret M. Foran, Esq.,
Vice President, Assistant General Counsel and Assistant Secretary of
J.P. Morgan. Ms. Foran owns shares of Common Stock in an amount that
does not exceed .002% of the outstanding Common Stock of J.P. Morgan.
The financial statements of J.P. Morgan incorporated herein by
reference to the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 have been examined by Price Waterhouse LLP,
independent accountants, and have been so incorporated in reliance on
the report of Price Waterhouse LLP set forth therein given upon the
authority of such firm as experts in accounting and auditing.
Item 6. Indemnification of Officers and Directors
- --------------------------------------------------
Article Seventh of the Restated Certificate of Incorporation of
J.P. Morgan & Co. Incorporated (the "Registrant") provides, in effect,
that, to the extent and under the circumstances permitted by Section 145
of the General Corporation Law of Delaware, the Registrant shall
indemnify directors, officers, employees and agents of the Registrant,
or persons serving at the request of the Registrant as directors,
officers, employees or agents of another corporation or enterprise,
including Morgan Guaranty Trust Company of New York, against loss and
expenses.
Subsection (a) of Section 145 of the General Corporation Law of
Delaware empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the
fact that such person acted in any of the capacities set forth above,
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of
any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent
that the Delaware Court of Chancery or the court in which such action or
suit was brought shall determine that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for
such expenses which the court shall deem proper.
<PAGE> 4
Section 145 further provides that to the extent a director,
officer, employee or agent of a corporation has been successful in the
defense of any action, suit or proceeding referred to in subsections (a)
and (b) or in the defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith. It
also provides that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party
may be entitled under any by-law, agreement, vote of shareholders or
disinterested directors or otherwise, and it empowers the corporation to
purchase and maintain insurance in such amounts as the Board of
Directors deems appropriate on behalf of a director, officer, employee
or agent of the corporation against any liability asserted against him
or incurred by him in any such capacity or arising out of his status as
such whether or not the corporation would have the power to indemnify
him against such liabilities under Section 145.
The indemnification permitted by Article Seventh of the Restated
Certificate of Incorporation of the Registrant has been extended to all
officers and directors of the Registrant's wholly-owned direct and
indirect subsidiaries, and to such officers and directors in their
respective capacities as directors and officers of other corporations
25% or more of the voting securities of which is owned, directly or
indirectly, by the Registrant. The Registrant has purchased liability
insurance of the type referred to in Section 145. Subject to a $250,000
deductible for each loss, the policy covers the Registrant with respect
to its obligation to indemnify directors and officers of the Registrant
and its wholly-owned direct and indirect subsidiaries. In addition, the
policy covers directors and officers of the Registrant and its wholly-
owned direct and indirect subsidiaries with respect to certain
liabilities which are not reimbursable by the Registrant. Subject to
certain exclusions from coverage, the insurance provides for
payment of loss in excess of the applicable deductible to an aggregate
limit of $90,000,000 for each policy year. Insurance coverage does not
extend to certain claims, including claims based upon or attributable to
the insured's gaining personal profit or advantage to which he is not
legally entitled, claims brought about or contributed to by the
dishonesty of the insured, and claims under Section 16(b) of the
Securities Exchange Act of 1934 for an accounting of profits resulting
from the purchase or sale by the insured of the Registrant's securities.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 6 above, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<PAGE 5>
Item 8. List of Exhibits
-------------------------
5. Opinion and Consent of Margaret M. Foran, Esq., Vice President,
Assistant General Counsel and Assistant Secretary of J.P. Morgan, with
respect to the legality of the securities registered hereunder.
23. Consent of Independent Accountants.
24. Powers of Attorney.
Item 9. Undertakings
- ---------------------
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934), that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement; provided, however, that the undertakings set
forth in paragraphs (i) and (ii) above do not apply if the registration
statement is on Form S-3 or Form S-8 and information required to be
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this 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 14th day of December, 1995.
J.P. MORGAN & CO. INCORPORATED
BY: MARGARET M. FORAN/s/
(VICE PRESIDENT,
ASSISTANT GENERAL COUNSEL
AND ASSISTANT SECRETARY)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
DOUGLAS A. WARNER III* Chairman of the Board, December 14, 1995
(DOUGLAS A. WARNER III) President and Director
(Principal Executive
Officer)
RILEY P. BECHTEL*
(RILEY P. BECHTEL) Director December 14 1995
MARTIN FELDSTEIN*
(MARTIN FELDSTEIN) Director December 14, 1995
HANNA H. GRAY*
(HANNA H. GRAY) Director December 14, 1995
JAMES R. HOUGHTON*
(JAMES R. HOUGHTON) Director December 14, 1995
JAMES L. KETELSEN*
(JAMES L. KETELSEN) Director December 14, 1995
WILLIAM S. LEE*
(WILLIAM S. LEE) Director December 14, 1995
ROBERTO G. MENDOZA*
(ROBERTO G. MENDOZA) Vice Chairman of the December 14, 1995
Board and Director
MICHAEL E. PATTERSON*
(MICHAEL E. PATTERSON) Vice Chairman of the
Board and Director December 14, 1995
LEE R. RAYMOND*
(LEE R. RAYMOND) Director December 14, 1995
RICHARD D. SIMMONS*
(RICHARD D. SIMMONS) Director December 14, 1995
KURT F. VIERMETZ*
(KURT F. VIERMETZ) Vice Chairman of the December 14, 1995
Board and Director
RODNEY B. WAGNER*
(RODNEY B. WAGNER) Vice Chairman of the December 14, 1995
Board and Director
DENNIS WEATHERSTONE*
(DENNIS WEATHERSTONE) Director December 14, 1995
DOUGLAS C. YEARLEY*
(DOUGLAS C. YEARLEY) Director December 14, 1995
JOHN A. MAYER, JR.*
(JOHN A. MAYER, JR.) Chief Financial Officer December 14, 1995
(Principal Financial
Officer)
DAVID H. SIDWELL*
(DAVID H. SIDWELL) Managing Director and December 14, 1995
Controller
(Principal Accounting
Officer)
*By: MARGARET M. FORAN/s/
(MARGARET M. FORAN, ATTORNEY-IN-FACT) December 14, 1995
</TABLE>
<PAGE> 7
EXHIBIT INDEX
-------------
5. Opinion and Consent of Margaret M. Foran, Esq., Vice President,
Assistant General Counsel and Assistant Secretary of J.P. Morgan, with
respect to the legality of the securities registered hereunder.
23. Consent of Independent Accountants.
24. Powers of Attorney.
<PAGE> 1
Exhibit 5
December 14, 1995
J.P. Morgan & Co. Incorporated
60 Wall Street
New York, New York 10260-0060
Re: J.P. Morgan & Co. Incorporated
Stock Bonus Plan
-------------------------------
Ladies and Gentlemen:
I am Vice President, Assistant General Counsel and
Assistant Secretary of J.P. Morgan & Co. Incorporated, a
Delaware corporation ("Morgan"). In such capacity, I have
acted as counsel for Morgan in connection with the
registration on Form S-8 (the "Registration Statement")under
the Securities Act of 1933, as amended, of 6,000,000
additional shares of Common Stock, $2.50 par value per share,
of Morgan ("Morgan Common Stock") in connection with the
Stock Bonus Plan of J.P. Morgan & Co. Incorporated and
Affiliated Companies (the "Plan").
I have examined originals or copies, certified or
otherwise identified to my satisfaction of such corporate
records, certificates and other documents relating to the
Plan by Morgan and to the authorization by Morgan of the
Morgan Common Stock to be awarded pursuant to the Plan as I
have considered necessary or appropriate for the purpose of
this opinion.
Upon the basis of the foregoing, I am of the opinion
that the shares of Morgan Common Stock to be delivered
pursuant to the Plan have been duly authorized and, when
delivered in accordance with the Plan, will be validly
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement filed on behalf of
Morgan and the Plan. I also consent to the use of my name
under the caption "Legal Opinion" in the Prospectus contained
in the Registration Statement.
Very truly yours,
Margaret M. Foran/s/
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report
dated January 11, 1995, which appears on page 41 of J.P.
Morgan & Co. Incorporated's 1994 Annual Report on Form 10-
K for the year ended December 31, 1994.
PRICE WATERHOUSE LLP
New York, New York
December 14, 1995
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Rodney B. Wagner, Michael E.
Patterson, Edmund P. Rogers III, Edward J. Kelly III and
Margaret M. Foran and each of them, with full power to act
without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any
and all Registration Statements under the Securities Act of
1933, as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan established
by J.P. Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as
they or the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 14th day of December, 1995.
/s/Douglas A. Warner III
-------------------------------------
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Rodney B. Wagner, Michael E.
Patterson, Edward J. Kelly III and Margaret M. Foran and each
of them, with full power to act without the others, as the
undersigned's true and lawful attorney-in-fact and agent,
with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead,
in any and all capacities, to sign any and all Registration
Statements under the Securities Act of 1933, as amended, for
the purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any public
offering of such securities or (ii) securities under, and
interests in, any plan established by J.P. Morgan & Co.
Incorporated or Morgan Guaranty Trust Company of New York for
the benefit of their employees or employees of affiliated
companies; to sign any and all amendments (including post-
effective amendments) to such Registration Statements; and to
file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as they or the undersigned might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his
or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 14th day of December, 1995.
/s/Riley P. Bechtel
-------------------------------------
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Rodney B. Wagner, Michael E.
Patterson, Edmund P. Rogers III, Edward J. Kelly III and
Margaret M. Foran and each of them, with full power to act
without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any
and all Registration Statements under the Securities Act of
1933, as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan established
by J.P. Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as
they or the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 14th day of December, 1995.
/s/Martin Feldstein
-------------------------------------
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Rodney B. Wagner, Michael E.
Patterson, Edmund P. Rogers III, Edward J. Kelly III and
Margaret M. Foran and each of them, with full power to act
without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any
and all Registration Statements under the Securities Act of
1933, as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan established
by J.P. Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as
they or the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 14th day of December, 1995.
/s/Hanna H. Gray
-------------------------------------
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Rodney B. Wagner, Michael E.
Patterson, Edmund P. Rogers III, Edward J. Kelly III and
Margaret M. Foran and each of them, with full power to act
without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any
and all Registration Statements under the Securities Act of
1933, as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan established
by J.P. Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as
they or the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 14th day of December, 1995.
/s/James R. Houghton
-------------------------------------
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Rodney B. Wagner, Michael E.
Patterson, Edmund P. Rogers III, Edward J. Kelly III and
Margaret M. Foran and each of them, with full power to act
without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any
and all Registration Statements under the Securities Act of
1933, as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan established
by J.P. Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as
they or the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 14th day of December, 1995.
/s/James L. Ketelsen
-------------------------------------
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Rodney B. Wagner, Michael E.
Patterson, Edmund P. Rogers III, Edward J. Kelly III and
Margaret M. Foran and each of them, with full power to act
without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any
and all Registration Statements under the Securities Act of
1933, as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan established
by J.P. Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as
they or the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 14th day of December, 1995.
/s/William S. Lee
-------------------------------------
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Rodney B. Wagner, Michael E.
Patterson, Edmund P. Rogers III, Edward J. Kelly III and
Margaret M. Foran and each of them, with full power to act
without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any
and all Registration Statements under the Securities Act of
1933, as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan established
by J.P. Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as
they or the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 14th day of December, 1995.
/s/Roberto G. Mendoza
-------------------------------------
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Rodney B. Wagner, Michael E.
Patterson, Edward J. Kelly III and Margaret M. Foran and each
of them, with full power to act without the others, as the
undersigned's true and lawful attorney-in-fact and agent,
with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead,
in any and all capacities, to sign any and all Registration
Statements under the Securities Act of 1933, as amended, for
the purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any public
offering of such securities or (ii) securities under, and
interests in, any plan established by J.P. Morgan & Co.
Incorporated or Morgan Guaranty Trust Company of New York for
the benefit of their employees or employees of affiliated
companies; to sign any and all amendments (including post-
effective amendments) to such Registration Statements; and to
file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as they or the undersigned might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his
or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 14th day of December, 1995.
/s/ Michael E. Patterson
-------------------------
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Rodney B. Wagner, Michael E.
Patterson, Edmund P. Rogers III, Edward J. Kelly III and
Margaret M. Foran and each of them, with full power to act
without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any
and all Registration Statements under the Securities Act of
1933, as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan established
by J.P. Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as
they or the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 14th day of December, 1995.
/s/Lee R. Raymond
-------------------------------------
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Rodney B. Wagner, Michael E.
Patterson, Edmund P. Rogers III, Edward J. Kelly III and
Margaret M. Foran and each of them, with full power to act
without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any
and all Registration Statements under the Securities Act of
1933, as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan established
by J.P. Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as
they or the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 14th day of December, 1995.
/s/Richard D. Simmons
-------------------------------------
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Rodney B. Wagner, Michael E.
Patterson, Edmund P. Rogers III, Edward J. Kelly III and
Margaret M. Foran and each of them, with full power to act
without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any
and all Registration Statements under the Securities Act of
1933, as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan established
by J.P. Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as
they or the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 14th day of December, 1995.
/s/Kurt F. Viermetz
-------------------------------------
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Rodney B. Wagner, Michael E.
Patterson, Edmund P. Rogers III, Edward J. Kelly III and
Margaret M. Foran and each of them, with full power to act
without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any
and all Registration Statements under the Securities Act of
1933, as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan established
by J.P. Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as
they or the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 14th day of December, 1995.
/s/Rodney B. Wagner
-------------------------------------
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Rodney B. Wagner, Michael E.
Patterson, Edmund P. Rogers III, Edward J. Kelly III and
Margaret M. Foran and each of them, with full power to act
without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any
and all Registration Statements under the Securities Act of
1933, as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan established
by J.P. Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as
they or the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 14th day of December, 1995.
/s/Dennis Weatherstone
-------------------------------------
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Rodney B. Wagner, Michael E.
Patterson, Edmund P. Rogers III, Edward J. Kelly III and
Margaret M. Foran and each of them, with full power to act
without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any
and all Registration Statements under the Securities Act of
1933, as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan established
by J.P. Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as
they or the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 14th day of December, 1995.
/s/Douglas C. Yearley
-------------------------------------
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Rodney B. Wagner, Michael E.
Patterson, Edward J. Kelly III and Margaret M. Foran and each
of them, with full power to act without the others, as the
undersigned's true and lawful attorney-in-fact and agent,
with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead,
in any and all capacities, to sign any and all Registration
Statements under the Securities Act of 1933, as amended, for
the purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any public
offering of such securities or (ii) securities under, and
interests in, any plan established by J.P. Morgan & Co.
Incorporated or Morgan Guaranty Trust Company of New York for
the benefit of their employees or employees of affiliated
companies; to sign any and all amendments (including post-
effective amendments) to such Registration Statements; and to
file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as they or the undersigned might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his
or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 14th day of December, 1995.
/s/John A. Mayer, Jr.
-------------------------------------
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Rodney B. Wagner, Michael E.
Patterson, Edward J. Kelly III and Margaret M. Foran and each
of them, with full power to act without the others, as the
undersigned's true and lawful attorney-in-fact and agent,
with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead,
in any and all capacities, to sign any and all Registration
Statements under the Securities Act of 1933, as amended, for
the purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any public
offering of such securities or (ii) securities under, and
interests in, any plan established by J.P. Morgan & Co.
Incorporated or Morgan Guaranty Trust Company of New York for
the benefit of their employees or employees of affiliated
companies; to sign any and all amendments (including post-
effective amendments) to such Registration Statements; and to
file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as they or the undersigned might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his
or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 14th day of December, 1995.
/s/David H. Sidwell
-------------------------------------
