MORGAN J P & CO INC, POS AM, 1995-04-19

MORGAN J P & CO INC
POS AM, 1995-04-19
STATE COMMERCIAL BANKS

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Registration No. 33-55851

Post-Effective Amendment No. 6 to Post-Effective Amendment No. 5 to
Registration Statement No. 33-49775 Registration Statement No. 33-45651
Post-Effective Amendment No. 4 to Post-Effective Amendment No. 4 to
Registration Statement No. 33-15763 Registration Statement No. 33-41006
Post-Effective Amendment No. 5 to Post-Effective Amendment No. 4 to
Registration Statement No. 33-10810 Registration Statement No. 33-28320
Post-Effective Amendment No. 4 to Post-Effective Amendment No. 4 to
Registration Statement No. 2-10807 Registration Statement No.2-49280

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

J.P. MORGAN & CO. INCORPORATED
(Exact name of Registrant as specified in its charter)

DELAWARE 13-2625764

(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

60 Wall Street, New York, New York 10260-0060
(212) 483-2323
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

EDWARD J. KELLY III
General Counsel and 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.
Vice President and Assistant General Counsel
J.P. MORGAN & CO. INCORPORATED
60 Wall Street
New York, New York 10260-0060

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement
as determined by market conditions.

If any of the securities being registered on this Form are to be
offered pursuant to dividend or interest reinvestment plans, please check
the following box. []

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. [X]

The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended,
or until the Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.

<PAGE>

EXPLANATORY NOTE

The prospectus filed with this Post-Effective Amendment contains a
form of market maker prospectus intended for use by direct or indirect
wholly-owned subsidiaries of J.P. Morgan & Co. Incorporated, including
J.P. Morgan Securities Inc., in connection with offers and sales related
to secondary market transactions in debt securities that have been
previously registered by J.P. Morgan & Co. Incorporated under the
Securities Act of 1933 pursuant to the above-referenced registration
statements on file with the Securities and Exchange Commission and in
certain debt securities that are initially offered and sold by or on
behalf of J.P. Morgan & Co. Incorporated after the effective date of this
Post-Effective Amendment. The market maker prospectus is in addition to,
and not in substitution for, the prospectuses relating to the referenced
registration statements currently on file with the Securities and
Exchange Commission.

<PAGE>

Prospectus

J.P. Morgan & Co. Incorporated
Debt Securities

J.P. Morgan & Co. Incorporated ("J.P. Morgan") has issued one
series of 1973 Debt Securities (as defined herein) pursuant
to an indenture, dated as of November 11, 1973, between J.P.
Morgan and The Bank of New York, as Trustee (the "1973
Indenture"). The following 1973 Debt Securities have been
issued pursuant to the 1973 Indenture:

$150,000,000 aggregate principal amount of 4 3/4%
Convertible Debentures due November 1, 1998.

J.P. Morgan has issued from time to time one or more series
of 1982 Debt Securities (as defined herein) pursuant to an
indenture, dated as of August 15, 1982, between J.P. Morgan
and First Trust of New York, as Successor Trustee to Chemical
Bank (formerly Manufacturers Hanover Trust Company), as
amended by the First Supplemental Indenture dated as of May
5, 1986 (the "1982 Indenture"). The following 1982 Debt
Securities have been issued pursuant to the 1982 Indenture:

$290,000,000 aggregate principal amount of Floating Rate
Notes due March 8, 1996; and
$500,000,000 aggregate principal amount of Floating Rate
Notes due March 21, 1997.

J.P. Morgan has issued from time to time one or more series
of 1986 Debt Securities (as defined herein) pursuant to an
indenture, dated as of December 1, 1986, between J.P. Morgan
and First Trust of New York, as Successor Trustee to
Citibank, N.A., as amended by the First Supplemental
Indenture dated as of May 12, 1992 (the "1986 Indenture").
The following 1986 Debt Securities have been issued pursuant
to the 1986 Indenture:

$400,000,000 aggregate principal amount of Zero Coupon
Subordinated Notes due April 1, 1998; $250,000,000
aggregate principal amount of 7 5/8% Subordinated Notes
due November 15, 1998; $200,000,000 aggregate principal
amount of 7 1/4% Subordinated Notes due January 15,
2002; $150,000,000 aggregate principal amount of 8 1/2%
Subordinated Notes due August 15, 2003; and $300,000,000
aggregate principal amount of 9 5/8% Subordinated Notes
due December 15, 1998.

J.P. Morgan has issued from time to time one or more series
of 1993 Debt Securities (as defined herein) pursuant to an
indenture, dated as of March 1, 1993, between J.P. Morgan and
First Trust of New York, as Successor Trustee to Citibank,
N.A., (the "1993 Indenture"). The following 1993 Debt
Securities have been issued pursuant to the 1993 Indenture:

$200,000,000 aggregate principal amount of Subordinated
Constant Maturity Treasury Floating Rate Notes due March
13, 2000;
$150,000,000 aggregate principal amount of 5 3/4%
Subordinated Notes due October 15, 2008;
$300,000,000 aggregate principal amount of 6 1/4%
Subordinated Notes due January 15, 2009; and
$500,000,000 aggregate principal amount of 7 5/8%
Subordinated Notes due September 15, 2004.

The Debt Securities are not deposits or other
obligations of a bank and are not insured by the Federal
Deposit Insurance Corporation or any other federal agency.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is April , 1995.

This Prospectus has been prepared in connection with the
securities (the "Debt Securities") previously issued pursuant
to the 1973 Indenture, the 1982 Indenture, the 1986 Indenture
and the 1993 Indenture (which are collectively referred to
herein as the "Indentures"). (The trustees and successor
trustees under the Indentures are hereinafter referred to as
the "Trustees" and individually as a "Trustee".) This
prospectus is to be used by J.P. Morgan Securities Inc.
("JPMSI"), a broker-dealer and an indirect wholly-owned
subsidiary of J.P. Morgan, in connection with offers and
sales of the Debt Securities in the course of its business as
a broker-dealer. The participation of JPMSI in the offer and
sale of the Debt Securities complies with the requirements of
Schedule E of the By-laws of the National Association of
Securities Dealers, Inc. (the "NASD") regarding underwriting
of securities of an affiliate and complies with any
restrictions imposed on JPMSI by the Board of Governors of
the Federal Reserve System. JPMSI may act as principal or
agent in such transactions. The Debt Securities may be
offered or sold on the New York Stock Exchange in the event
the particular series of Debt Securities has been listed
thereon, or another stock exchange, or off any exchange in
negotiated transactions, or otherwise. Sales will be made at
prices related to prices prevailing at the time of sale.

AVAILABLE INFORMATION

J.P. Morgan is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports
and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and
other information concerning J.P. Morgan can be inspected and
copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549;
Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and Seven World Trade Center,
13th Floor, New York, New York 10048. Copies of such material
can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates. In addition, reports, proxy statements
and other information concerning J.P. Morgan may be inspected
at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.

J.P. Morgan has filed with the Commission registration
statement numbers 2-49280, 33-10810, 33-28320, 33-41006, 33-
10807, 33-15763, 33-45651, 33-49775 and 33-55851 (herein,
together with all amendments and exhibits, referred to as the
"Registration Statements") under the Securities Act of 1933,
as amended (the "Securities Act"), relating to the Debt
Securities. This Prospectus does not contain all of the
information set forth in the Registration Statements, certain
parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information,
reference is hereby made to the Registration Statements.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

J.P. Morgan hereby incorporates by reference in this
Prospectus J.P. Morgan's Annual Report on Form 10-K for the
year ended December 31, 1994 (included in its Annual Report
to Stockholders) and J.P. Morgan's Reports on Form 8-K dated
January 12, 1995, February 14, 1995, February 27, 1995 and
April 13, 1995 heretofore filed pursuant to Section 13 of the
Exchange Act.

All documents filed by J.P. Morgan pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus and prior to the termination of
the offering of the Debt Securities shall be deemed to be
incorporated by reference in this Prospectus.

Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for the purposes
of this Prospectus to the extent that a statement contained
herein or in any subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

J.P. Morgan will provide without charge to each person,
including any beneficial owner, to whom a copy of this
Prospectus is delivered, on the written or oral request of
any such person, a copy of any or all of the documents
incorporated herein by reference, except the exhibits to such
documents (unless such exhibits are specifically incorporated
by reference in such documents). Written requests should be
directed to the Office of the Corporate Secretary, J.P.
Morgan & Co. Incorporated, 60 Wall Street, New York, New York
10260. Telephone requests for such copies should be directed
to the Corporate Secretary at (212) 648-3406.

J.P. MORGAN & CO. INCORPORATED

J.P. Morgan, whose origins date to a merchant banking
firm founded in London in 1838, is the holding company for
subsidiaries engaged globally in providing a wide range of
financial services to corporations, governments, financial
institutions, institutional investors, professional firms,
privately held companies, nonprofit organizations, and
financially sophisticated individuals. J.P. Morgan's
activities are summarized below.

Corporate Finance

J.P. Morgan provides strategic advice and capital
raising services to a broad range of clients. J.P. Morgan
advises clients on the financial and business implications of
corporate strategies, including mergers and acquisitions,
divestitures, recapitalizations, privatizations, joint
ventures, and restructurings. J.P. Morgan also provides
advice on defensive strategies and analysis and research on
capital structure. To enable clients to put their initiatives
to work, J.P. Morgan structures and executes financing
strategies in markets throughout the world. J.P. Morgan's
advisory role and ability to execute transactions extends
across the full range of its clients' capital structures,
from commercial paper to syndicated loans, private
placements, and the underwriting of both debt and equity.
J.P. Morgan also extends credit, accepts deposits, and
provides a variety of other banking and financial services.
In addition, J.P. Morgan invests in debt and equity
securities for its own account.

Global Sales and Trading and Market Risk Management

J.P. Morgan is an active participant, as a principal and
as an agent for clients, in the markets for all major
financial instruments, and it engages in hedging and managing
a wide variety of financial risks both for clients and its
own account. J.P. Morgan trades debt and equity securities in
U.S. and international markets, and it distributes these
securities to investors. J.P. Morgan structures, executes and
makes markets in swaps, options, and other derivative
instruments, and it buys and sells foreign currencies,
conducting all of these transactions with clients and
counterparties around the world. J.P. Morgan also trades
certain commodities, and it buys and sells loans of emerging
market countries and other debtors. Market activities for
clients and for its own account are supported by credit,
economic, market, and fundamental industry and company
research.

Global Asset Management

J.P. Morgan provides investment management services to
institutional investors and investment management and
fiduciary services to private clients, consisting of wealthy
individuals, families, and their businesses. J.P. Morgan
manages employee benefit plans for corporations, state and
local governments, and unions. Investment management services
are also provided to a broad spectrum of other institutional
investors, including foundations, endowments, sovereign
governments, and insurance companies. Discretionary and
nondiscretionary investment management services, credit and
deposit products, and investment banking services are
provided to private clients as well as fiduciary services,
consisting of generational planning and trust and estate
administration services.

Operational Services

J.P. Morgan serves clients with a variety of operational
capabilities, including securities custody, clearing and
settlement, and securities lending. J.P. Morgan provides
services for equity brokerage, cash management and money
transfer, and administration of American and other depositary
receipts as well as agency execution services. J.P. Morgan
also serves as a futures commission merchant in the execution
and clearance of futures contracts on major futures exchanges
worldwide.

J.P. Morgan operates the Euroclear System under contract
to the Euroclear System Societe Cooperative in Brussels. The
Euroclear System is the world's largest clearance and
settlement system for internationally traded securities.

Regulation

J.P. Morgan is subject to regulation under the Bank
Holding Company Act of 1956 (the "Act"). Under the Act, J.P.
Morgan is required to file certain reports with the Board of
Governors of the Federal Reserve System (the "Board") and is
subject to examination by the Board. The Act generally
precludes J.P. Morgan and its subsidiaries from engaging in
nonbanking activities, or from acquiring more than 5% of any
class of voting securities of any company engaging in such
activities, unless the Board has determined, by order or
regulation, that such proposed activities are closely related
to banking. Federal law and Board interpretations limit the
extent to which J.P. Morgan and its subsidiaries can engage
in certain aspects of the securities business. Under Board
policy, J.P. Morgan is expected to act as a source of
financial strength to each subsidiary bank and to commit
resources to support such subsidiary bank, even in
circumstances where J.P. Morgan might not be in a financial
position to do so.

The Glass-Steagall Act prohibits affiliates of banks
that are members of the Federal Reserve System, including
JPMSI, from being "engaged principally" in bank-ineligible
underwriting and dealing activities (mainly corporate debt
and equity securities). As interpreted by the Board, this
prohibition currently restricts JPMSI's gross revenues from
such activities to a maximum of 10% of its total gross
revenues. J.P. Morgan will continue to seek ways to expand
the limits on such activities and to achieve the reform of
the Glass-Steagall Act necessary to achieve its long-term
objectives.

Morgan Guaranty Trust Company of New York ("Morgan
Guaranty"), J.P. Morgan's largest subsidiary, is a member of
the Federal Reserve System. It and J.P. Morgan Delaware,
another wholly owned subsidiary of J.P. Morgan, are members
of the Federal Deposit Insurance Corporation ("FDIC"). Their
businesses are subject to both U.S. federal and state law and
to examination and regulation by U.S. federal and state
banking authorities. J.P. Morgan and its nonbank subsidiaries
are affiliates of Morgan Guaranty and J.P. Morgan Delaware
within the meaning of the applicable federal statutes. Such
banks are subject to restrictions on loans and extensions of
credit to J.P. Morgan and certain other affiliates and on
certain other types of transactions with them or involving
their securities.

Among other wholly owned subsidiaries:

JPMSI is a broker-dealer registered with the
Securities and Exchange Commission and is a member of the
National Association of Securities Dealers, the New York
Stock Exchange, and other exchanges.

J.P. Morgan Futures Inc. is subject to regulation
by the Commodity Futures Trading Commission, the National
Futures Association, and the commodity exchanges and
clearinghouses of which it is a member.

J.P. Morgan Investment Management Inc. is
registered with the Securities and Exchange Commission as an
investment adviser under the Investment Advisers Act of 1940,
as amended.

J.P. Morgan subsidiaries conducting business in other
countries are also subject to regulations and restrictions
imposed by those jurisdictions, including capital
requirements.

The principal executive office of J.P. Morgan is located
at 60 Wall Street, New York, New York 10260-0060, and its
telephone number is (212) 483-2323.

<TABLE>
Consolidated Ratios
<CAPTION>
Consolidated Ratio of Earnings to Fixed Charges

Three Months Year Ended December 31,
Ended March 31, ----------------------------------------
1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits. . . 1.28 1.40 1.70(a) 1.53(b) 1.42(c) 1.25(d)
Including Interest on Deposits. . . 1.19 1.28 1.46(a) 1.31(b) 1.23(c) 1.14(d)

</TABLE>

- ---------------------------
(a) For the year ended December 31, 1993, the ratio of
earnings to fixed charges, including the cumulative effect of
a change in the method of accounting for postretirement
benefits other than pensions, was 1.64 excluding interest on
deposits and 1.43 including interest on deposits.

(b) For the year ended December 31, 1992, the ratio of
earnings to fixed charges, including the cumulative effect of
a change in the method of accounting for income taxes, was
1.67 excluding interest on deposits and 1.39 including
interest on deposits.

(c) For the year ended December 31, 1991, the ratio of
earnings to fixed charges, including the extraordinary gain
on early retirement of debt, was 1.43 excluding interest on
deposits and 1.24 including interest on deposits.

(d) For the year ended December 31, 1990, the ratio of
earnings to fixed charges, including the cumulative effect of
a change in the method of accounting for trading swaps, was
1.32 excluding interest on deposits and 1.17 including
interest on deposits.

<TABLE>
<CAPTION>
Consolidated Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends

Three Months Year Ended December 31,
Ended March 31, -----------------------------------------
1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits. . 1.27 1.39 1.69(a) 1.52(b) 1.40(c) 1.24(d)
Including Interest on Deposits. . 1.19 1.27 1.46(a) 1.31(b) 1.22(c) 1.13(d)

</TABLE>

- ---------------------------------
(a) For the year ended December 31, 1993, the ratio of
earnings to combined fixed charges and preferred stock
dividends, including the cumulative effect of a change in the
method of accounting for postretirement benefits other than
pensions, was 1.63 excluding interest on deposits and 1.42
including interest on deposits.

(b) For the year ended December 31, 1992, the ratio of
earnings to combined fixed charges and preferred stock
dividends, including the cumulative effect of a change in the
method of accounting for income taxes, was 1.65 excluding
interest on deposits and 1.39 including interest on deposits.

(c) For the year ended December 31, 1991, the ratio of
earnings to combined fixed charges and preferred stock
dividends, including the extraordinary gain on early
retirement of debt, was 1.41 excluding interest on deposits
and 1.23 including interest on deposits.

(d) For the year ended December 31, 1990, the ratio of
earnings to combined fixed charges and preferred stock
dividends, including the cumulative effect of a change in the
method of accounting for trading swaps, was 1.31 excluding
interest on deposits and 1.17 including interest on deposits.

DESCRIPTION OF DEBT SECURITIES
UNDER THE 1973 INDENTURE

The brief summary of the principal provisions of the
1973 Indenture and the Debt Securities issued thereunder (the
"1973 Debt Securities") does not purport to be complete.
Certain capitalized terms used herein are defined in the 1973
Indenture. References in italics are to sections or articles
of the 1973 Indenture. Where any particular sections or
defined terms of the 1973 Indenture are referred to, such
sections or defined terms are incorporated herein by
reference as a part of the statement made, and the statement
is qualified in its entirety by such reference.

Terms and Provisions of the 4 3/4% Convertible Debentures due
November 1, 1998

The 4 3/4% Convertible Debentures due November 1, 1998
(the "Convertible Debentures") were issued under the 1973
Indenture and interest is payable semi-annually on May 1 and
November 1 of each year to registered holders of record at
the close of business on the April 15 or October 15 next
preceding such May 1 or November 1. Interest is paid by
checks mailed to such registered holders.

Since J.P. Morgan is a holding company, the rights of
creditors of J.P. Morgan, including the holders of the
Convertible Debentures, to participate in any distribution of
assets of any subsidiary upon the liquidation or
reorganization of such subsidiary are subject to the prior
claims of creditors of the subsidiary.

Terms of the 1973 Indenture

Conversion Rights. The 1973 Debt Securities are convertible
at their principal amount into shares of J.P. Morgan common
stock at any time prior to November 1, 1998 (unless the 1973
Debt Securities or a portion thereof is called for
redemption, in which case to and including but not after the
date fixed for redemption in respect of such 1973 Debt
Securities or portion thereof called for redemption) at $80 a
share (the "Conversion Price"), subject to adjustment in
certain events. (Section 4.01.) Notice of redemption will be
given to holders of the 1973 Debt Securities to be redeemed
by first class mail at their last addresses on the registry
books of J.P. Morgan. (Section 3.02.)

The Conversion Price is subject to adjustment upon
certain events, including the issuance of common stock of
J.P. Morgan as a dividend or distribution; subdivisions,
combinations or reclassifications of common stock of J.P.
Morgan; the issuance to holders of J.P. Morgan common stock
of rights or warrants (expiring 45 days after the record date
for determining stockholders entitled to receive them) to
subscribe for J.P. Morgan common stock at less than the then
current market price (as defined); or the distribution to the
holders of J.P. Morgan common stock of evidences of
indebtedness, assets (excluding dividends in cash out of
retained earnings) or rights or warrants to subscribe other
than those mentioned above. Upon conversion no adjustments
will be made for accrued interest or dividends and,
therefore, 1973 Debt Securities surrendered for conversion
after April 15 or October 15 next preceding an interest
payment date and prior to such interest payment date must be
accompanied by payment of an amount equal to the interest
thereon which is to be paid on such interest payment date. No
adjustment of the Conversion Price will be required to be
made in any case until cumulative adjustments amount to $0.50
per share or more. J.P. Morgan reserves the right to make
such reductions in the Conversion Price in addition to those
required in the foregoing provisions as J.P. Morgan in its
discretion shall determine to be advisable in order that
certain stock-related distributions hereafter made by J.P.
Morgan to its stockholders shall not be taxable. (Sections
4.02 and 4.04.)

Conversion of the 1973 Debt Securities may be effected
by delivering them at the office or agency to be maintained
by J.P. Morgan for that purpose in New York City. (Section
4.02.)

Fractional shares of common stock will not be delivered
upon conversion, but a cash adjustment will be paid in
respect of such fractional interests, based on the then
current market price of J.P. Morgan common stock. (Section
4.03.)

Redemption. The 1973 Debt Securities may be redeemed on at
least 30 and not more than 60 days' notice at the option of
J.P. Morgan, as a whole or in part, at any time, at 100% of
the principal amount thereof, in each case with accrued
interest to the date fixed for redemption. (Sections 3.01 and
3.02.)

Events of Default. Events of default are defined in the 1973
Indenture as being: default for 30 days in payment of any
interest installment when due; default in payment of
principal or premium, if any, when due; default for 90 days
after notice to J.P. Morgan by the Trustee or to J.P. Morgan
and the Trustee by the holders of 25% in principal amount of
the outstanding 1973 Debt Securities in performance of any
other covenant in the 1973 Indenture; and certain events of
bankruptcy, insolvency and reorganization of J.P. Morgan.
(Section 7.01.)

The Trustee shall be entitled, subject to the duty of
the Trustee during default to act within the required
standard of care, to be indemnified by the holders of the
1973 Debt Securities before proceeding to exercise any right
or power under the 1973 Indenture at the request of holders
of the 1973 Debt Securities. (Section 8.02.) The holders of a
majority in principal amount of the outstanding 1973 Debt
Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the
Trustee. (Section 7.07.)

J.P. Morgan will file annually with the Trustee a
certificate of no default or a certificate specifying any
default that exists. (Section 11.02.)

Modification of the 1973 Indenture. The 1973 Indenture
contains provisions permitting J.P. Morgan and the Trustee,
with the consent of the holders of 66 2/3% in principal
amount of the outstanding 1973 Debt Securities, to execute
supplemental indentures adding any provisions to or changing
or eliminating any of the provisions of the 1973 Indenture or
modifying the rights of the holders of 1973 Debt Securities,
except that no such supplemental indenture may (i) extend the
fixed maturity of any 1973 Debt Security, or reduce the rate
or extend the time of payment of interest thereon, or reduce
the principal amount thereof or premium thereon, or change
the currency of payment, or impair the right to convert the
1973 Debt Securities, without the consent of the holder of
each 1973 Debt Security so affected, or (ii) reduce the
aforesaid percentage of 1973 Debt Securities, the holders of
which are required to consent to any such supplemental
indenture, without the consent of the holders of all
outstanding 1973 Debt Securities. (Section 11.02.)

See "Description of Capital Securities" below.

DESCRIPTION OF DEBT SECURITIES
UNDER THE 1982 INDENTURE

The brief summary of the principal provisions of the
1982 Indenture and the Debt Securities issued thereunder (the
"1982 Debt Securities") does not purport to be complete.
Certain capitalized terms used herein are defined in the 1982
Indenture. References in italics are to sections or articles
of the 1982 Indenture. Where any particular sections or
defined terms of the 1982 Indenture are referred to, such
sections or defined terms are incorporated herein by
reference as a part of the statement made, and the statement
is qualified in its entirety by such reference.

Terms and Provisions of the Floating Rate Notes due March 8, 1996

General. The Floating Rate Notes due March 8, 1996 (the
"1996 Floating Rate Notes") were issued under the 1982
Indenture and interest is payable quarterly on June 8, 1995,
September 8, 1995, December 8, 1995 and March 8, 1996 (each
an "Interest Payment Date") to the persons whose names the
1996 Floating Rate Notes are registered at the close of
business on the fifteenth calendar day prior to each Interest
Payment Date. The interest rate on the 1996 Floating Rate
Notes will be subject to daily adjustments, as described
below under "Interest and Maturity", and will be equal to 10
basis points (0.10%) above the Average Federal Funds Rate,
determined as described below. Interest will be computed on
the basis of a 360 day year and the actual number of days in
the applicable Interest Period (as defined below). The 1996
Floating Rate Notes may not be redeemed prior to stated
maturity and are not entitled to any sinking fund.

The 1996 Floating Rate Notes are not represented by
notes in definitive form but are represented by one or more
global securities (the "1996 Global Securities") registered
in the name of the nominee of The Depository Trust Company
(the "Depository"). Interests in the 1996 Floating Rate Notes
represented by the 1996 Global Securities are shown on, and
transfers thereof are effected only through, records
maintained by the Depository and its direct and indirect
participants. The 1996 Floating Rate Notes trade in the
Depository's Same-Day Funds Settlement System, and secondary
market trading activity therefore settles in immediately
available funds. All payments of principal and interest made
by J.P. Morgan are in immediately available funds or the
equivalent so long as the Depository continues to make its
Same-Day Funds Settlement System available to J.P. Morgan.
See "Same-Day Funds Settlement System" below.

The 1996 Floating Rate Notes are issued in fully
registered form, in denominations of $1,000 and any integral
multiple thereof. The paying agent and transfer agent for the
1996 Floating Rate Notes is First Trust of New York, National
Association, 100 Wall Street, Suite 1600, New York, New York
10005.

The 1996 Floating Rate Notes are unsecured and rank on a
parity with all other unsecured and unsubordinated
indebtedness of J.P. Morgan. Since J.P. Morgan is a holding
company, however, the right of J.P. Morgan to participate as
a shareholder in any distribution of assets of any subsidiary
upon its liquidation or reorganization or otherwise (and thus
the ability of holders of the 1982 Debt Securities to benefit
as creditors of J.P. Morgan from such distribution) is
subject to the prior claims of creditors of any such
subsidiary.

Interest and Maturity. The 1996 Floating Rate Notes will
mature on March 8, 1996 and will not be subject to redemption
by J.P. Morgan prior to maturity.

The 1996 Floating Rate Notes will bear interest from
March 8, 1995 and be payable quarterly in arrears on June 8,
1995, September 8, 1995, December 8, 1995 and March 8, 1996
(each an "Interest Payment Date") to the persons in whose
names the 1996 Floating Rate Notes are registered at the
close of business on the fifteenth calendar day prior to the
Interest Payment Date (each a "Record Date"). The principal
of the 1996 Floating Rate Notes, together with the interest
accrued and unpaid thereon, is due in full on March 8, 1996
(the "Maturity Date").

In any case in which an Interest Payment Date or the
Maturity Date is not a Business Day, the Interest Payment
Date or Maturity Date, as the case may be, will become the
next succeeding Business Day. The term "Business Day" shall
mean any day other than a Saturday or Sunday or a day on
which banking institutions in New York City are authorized or
required by law or executive order to close. The "Interest
Period" with respect to a 1996 Floating Rate Note is each
successive period from and including an Interest Payment Date
in respect of such 1996 Floating Rate Note up to but excluding the
next succeeding Interest Payment Date, except that the
initial Interest Period commences on March 8, 1995.

The interest rate for each Interest Period will be
determined by the Calculation Agent (defined below) in
accordance with the following provisions:

The interest rate for each Interest Period will be
equal to 10 basis points (0.10%) above the Average
Federal Funds Rate (as defined below). Interest will be
computed on the basis of a 360 day year and the actual
number of days in the applicable Interest Period.

The Average Federal Funds Rate for an Interest
Period will be the arithmetic mean, as determined by the
Calculation Agent, of the appropriate daily "Federal
Funds Rate" for each day in such Interest Period.

The "Federal Funds Rate" to be applied to any day
in an Interest Period means the Federal Funds Effective
Rate for the next preceding Business Day (the "Interest
Determination Date") as set forth on Telerate Screen
Page 120 (defined below) or, if not so set forth, then
the Federal Funds Rate will be the rate on such Interest
Determination Date for Federal Funds as published by the
Board of Governors of the Federal Reserve System in H.15
(519) under the heading "Federal Funds (Effective)" or,
if not so published by 9:00 a.m., New York City time, on
the Calculation Date, the Federal Funds Rate will be the
rate on such Interest Determination Date as published by
the Federal Reserve Bank of New York in Composite
Quotations (defined below) under the heading "Federal
Funds/Effective Rate." If such rate is not yet
published in Composite Quotations by 3:30 p.m., New York
City time, on the Calculation Date, then the Federal
Funds Rate will be the arithmetic mean, as calculated by
the Calculation Agent, of the rates for the last
transaction in overnight Federal Funds arranged by three
leading brokers of Federal Funds transactions in The
City of New York selected by the Calculation Agent after
consultation with J.P. Morgan as of 11:00 a.m., New York
City time, on such Interest Determination Date; provided
that if the brokers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this
sentence, the rate mentioned in this sentence, the rate
of interest will be the rate of interest in effect on
such Interest Determination Date.

The "Calculation Date" pertaining to an Interest
Period will be the Business Day preceding the relevant
Interest Payment Date.

"Telerate Screen Page 120" means the display
designated as page "120" on the Dow Jones Telerate
Service (or such other page as may replace that page on
that service for the purpose of displaying the Federal
Funds Effective Rate on a daily basis).

"Composite Quotations" means the daily statistical
release designated as Composite 3:30 p.m. Quotations for
U.S. Government Securities or any successor publication,
published by the Federal Reserve Bank of New York.

All percentages resulting from any calculations on
the 1996 Floating Rate Notes will be rounded, if
necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a
percentage point rounded upward (e.g. 9.876545% (or
.09876545) being rounded to 9.87655% (or .0987655)), and
all dollar amounts used in or resulting from such
calculation will be rounded to the nearest cent (with
one-half cent being rounded upward).

J.P. Morgan has agreed that, so long as any of the
1996 Floating Rate Notes remain outstanding, it will
maintain under appointment an agent (the "Calculation
Agent"), initially the New York branch of Morgan
Guaranty Trust Company of New York, to calculate the
rate of interest payable on the 1996 Floating Rate Notes
in respect of each Interest Period. If the Calculation
Agent is unable or unwilling to continue to act as such,
or if the Calculation Agent fails to establish the
applicable rate of interest for any Interest Period, or
if J.P. Morgan removes the Calculation Agent, J.P.
Morgan will appoint the office of another bank to act as
the Calculation Agent. Morgan Guaranty Trust Company of
New York is an affiliate of J.P. Morgan.

Terms and Provisions of the Floating Rate Notes due March 21, 1997

General. The Floating Rate Notes due March 21, 1997 (the
"1997 Floating Rate Notes") were issued under the 1982
Indenture and interest is payable quarterly in arrears on
June 21, September 21, December 21 and March 21, of each year
(each an "Interest Payment Date") to the persons whose names
the 1997 Floating Rate Notes are registered at the close of
business on the fifteenth calendar day prior to each Interest
Payment Date. The interest rate on the 1997 Floating Rate
Notes will be subject to daily adjustments, as described
below under "Interest and Maturity", and will be equal to 15
basis points (0.15%) above the Average Federal Funds Rate,
determined as described below. Interest will be computed on
the basis of a 360 day year and the actual number of days in
the applicable Interest Period (as defined below). The 1997
Floating Rate Notes may not be redeemed prior to stated
maturity and are not entitled to any sinking fund.

The 1997 Floating Rate Notes are not represented by
notes in definitive form but are represented by one or more
global securities (the "1997 Global Securities") registered
in the name of the nominee of The Depository Trust Company
(the "Depository"). Interests in the 1997 Floating Rate Notes
represented by the 1997 Global Securities are shown on, and
transfers thereof are effected only through, records
maintained by the Depository and its direct and indirect
participants. The 1997 Floating Rate Notes trade in the
Depository's Same-Day Funds Settlement System, and secondary
market trading activity therefore settles in immediately
available funds. All payments of principal and interest made
by J.P. Morgan are in immediately available funds or the
equivalent so long as the Depository continues to make its
Same-Day Funds Settlement System available to J.P. Morgan.
See "Same-Day Funds Settlement System" below.

The 1997 Floating Rate Notes are issued in fully
registered form, in denominations of $1,000 and any integral
multiple thereof. The paying agent and transfer agent for the
1997 Floating Rate Notes is First Trust of New York, National
Association, 100 Wall Street, Suite 1600, New York, New York
10005.

The 1997 Floating Rate Notes are unsecured and rank on a
parity with all other unsecured and unsubordinated
indebtedness of J.P. Morgan. Since J.P. Morgan is a holding
company, however, the right of J.P. Morgan to participate as
a shareholder in any distribution of assets of any subsidiary
upon its liquidation or reorganization or otherwise (and thus
the ability of holders of the 1982 Debt Securities to benefit
as creditors of J.P. Morgan from such distribution) is
subject to the prior claims of creditors of any such
subsidiary.

Interest and Maturity. The 1997 Floating Rate Notes will
mature on March 21, 1997 and will not be subject to
redemption by J.P. Morgan prior to maturity.

The 1997 Floating Rate Notes will bear interest from
March 21, 1995 and be payable quarterly in arrears on June
21, September 21, December 21 and March 21 of each year (each
an "Interest Payment Date") to the persons in whose names the
1997 Floating Rate Notes are registered at the close of
business on the fifteenth calendar day prior to the Interest
Payment Date (each a "Record Date"). The principal of the
1997 Floating Rate Notes, together with the interest accrued
and unpaid thereon, is due in full on March 21, 1997 (the
"Maturity Date").

In any case in which an Interest Payment Date or the
Maturity Date is not a Business Day, the Interest Payment
Date or Maturity Date, as the case may be, will become the
next succeeding Business Day. The term "Business Day" shall
mean any day other than a Saturday or Sunday or a day on
which banking institutions in New York City are authorized or
required by law or executive order to close. The "Interest
Period" with respect to a 1997 Floating Rate Note is each successive
period from and including an Interest Payment Date in respect of such
1997 Floating Rate Note up to but excluding the next succeeding Interest
Payment Date, except that the initial Interest Period commences on
March 21, 1995.

The interest rate for each Interest Period will be
determined by the Calculation Agent (defined below) in
accordance with the following provisions:

The interest rate for each Interest Period will be
equal to 15 basis points (0.15%) above the Average
Federal Funds Rate (as defined below). Interest will be
computed on the basis of a 360 day year and the actual
number of days in the applicable Interest Period.

The "Federal Funds Rate" to be applied to any day
in an Interest Period means the Federal Funds Effective
Rate for the second preceding Business Day (the
"Interest Determination Date") as set forth on Telerate
Screen Page 120 (defined below) or, if not so set forth,
then the Federal Funds Rate will be the rate on such
Interest Determination Date for Federal Funds as
published by the Board of Governors of the Federal
Reserve System in H.15 (519) under the heading "Federal
Funds (Effective)" or, if not so published by 9:00 a.m.,
New York City time, on the Calculation Date, the Federal
Funds Rate will be the rate on such Interest
Determination Date as published by the Federal Reserve
Bank of New York in Composite Quotations (defined below)
under the heading "Federal Funds/Effective Rate." If
such rate is not yet published in Composite Quotations
by 3:30 p.m., New York City time, on the Calculation
Date, then the Federal Funds Rate will be the arithmetic
mean, as calculated by the Calculation Agent, of the
rates for the last transaction in overnight Federal
Funds arranged by three leading brokers of Federal Funds
transactions in The City of New York selected by the
Calculation Agent after consultation with J.P. Morgan as
of 11:00 a.m., New York City time, on such Interest
Determination Date; provided that if the brokers
selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the rate
mentioned in this sentence, the rate of interest will be
the rate of interest in effect on such Interest
Determination Date.

The "Calculation Date" pertaining to an Interest
Period will be the second Business Day preceding the
relevant Interest Payment Date.

All percentages resulting from any calculations on
the 1997 Floating Rate Notes will be rounded, if
necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a
percentage point rounded upward (e.g. 9.876545% (or
.09876545) being rounded to 9.87655% (or .0987655)), and
all dollar amounts used in or resulting from such
calculation will be rounded to the nearest cent (with
one-half cent being rounded upward).

J.P. Morgan has agreed that, so long as any of the
1997 Floating Rate Notes remain outstanding, it will
maintain under appointment an agent (the "Calculation
Agent"), initially the New York branch of Morgan
Guaranty Trust Company of New York, to calculate the
rate of interest payable on the 1997 Floating Rate Notes
in respect of each Interest Period. If the Calculation
Agent is unable or unwilling to continue to act as such,
or if the Calculation Agent fails to establish the
applicable rate of interest for any Interest Period, or
if J.P. Morgan removes the Calculation Agent, J.P.
Morgan will appoint the office of another bank to act as
the Calculation Agent. Morgan Guaranty Trust Company of
New York is an affiliate of J.P. Morgan.

Terms of the 1982 Indenture

Events of Default, Waiver, Notice, 1982 Debt Securities in
Foreign Currencies. An Event of Default is defined as (i)
default for 30 days in payment of any interest; (ii) default
in payment of principal of or premium, if any, when due
either at maturity, upon redemption, by declaration or
otherwise; (iii) default by J.P. Morgan in the performance of
any other covenant or warranty contained in the 1982
Indenture which shall not have been remedied for a period of
90 days after notice given as specified in the 1982
Indenture; and (iv) certain events of bankruptcy, insolvency
and reorganization of J.P. Morgan. (Section 5.1.) The 1982
Indenture provides that the Trustee may withhold notice to
the holders of the 1982 Debt Securities of any series of any
default (except in payment of principal of or interest or
premium, if any, on such 1982 Debt Securities) if the Trustee
considers it in the interest of the holders of 1982 Debt
Securities to do so. (Section 5.11)

If an Event of Default as described in clause (i), (ii)
or (iii) above shall have occurred and be continuing, either
the Trustee or the holders of at least 25% in principal
amount of the 1982 Debt Securities then outstanding may
declare the principal of all outstanding 1982 Debt Securities
and the interest accrued thereon, if any, to be due and
payable immediately and if an Event of Default described in
clause (iii) or (iv) above shall have occurred and be
continuing, either the Trustee or the holders of at least 25%
in principal amount of all 1982 Debt Securities then
outstanding may declare the principal then outstanding and
the interest accrued thereon, if any, to be due and payable
immediately, but upon certain conditions such declarations
may be annulled and past defaults (except for defaults in the
payment of principal of or premium, or interest, if any,) may
be waived by the holders of a majority in principal amount of
the 1982 Debt Securities then outstanding. (Sections 5.1 and
5.10.)

The holders of a majority in principal amount of the
outstanding 1982 Debt Securities affected shall have the
right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee under the
1982 Indenture, subject to certain limitations specified in
the 1982 Indenture, provided that the holders of the 1982
Debt Securities shall have offered to the Trustee reasonable
indemnity against expenses and liabilities. (Sections 5.9 and
6.2(d).)

Each year J.P. Morgan shall deliver to the Trustee a
written statement as to the absence of certain defaults under
the 1982 Indenture. (Section 3.5.)

Modification of the 1982 Indenture. The 1982 Indenture
contains provisions permitting J.P. Morgan and the Trustee,
with the consent of not less than 66 2/3% in principal amount
of the 1982 Debt Securities at the time outstanding, to
modify the 1982 Indenture or any supplemental indenture or
the rights of the holders of the 1982 Debt Securities;
provided that no such modification shall (i) extend the final
maturity, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon,
or change the currency or currency unit of payment thereof,
or change the method in which amounts of payments of
principal or interest thereon are determined, or reduce the
portion of the principal amount of an original issue discount
1982 Debt Security due and payable upon acceleration of the
maturity thereof or the portion of the principal amount
thereof provable in bankruptcy, or reduce any amount payable
upon redemption of any 1982 Debt Security, or impair or
affect the right of a holder to institute suit for the
payment thereof or, if the 1982 Debt Securities provide
therefor, any right of repayment at the option of the holder
of a 1982 Debt Security, without the consent of the holder of
each 1982 Debt Security so affected or (ii) reduce the
aforesaid percentage of 1982 Debt Securities of any series,
the consent of the holders of which is required for any such
modification, without the consent of the holder of each 1982
Debt Security so affected. (Section 8.2.)

The 1982 Indenture permits J.P. Morgan and the Trustee
to amend the 1982 Indenture in certain circumstances without
the consent of the holders of the 1982 Debt Securities to
evidence the merger of J.P. Morgan or the replacement of the
Trustee and for certain other purposes. (Section 8.1.)

Consolidations, Mergers and Sales of Assets. J.P. Morgan may
not merge or consolidate with any other corporation or sell
or convey all or substantially all of its assets to any
Person, unless either J.P. Morgan shall be the continuing
corporation or the successor corporation shall be a
corporation organized under the laws of the United States or
any state thereof and shall expressly assume the payment of
the principal of and interest on the 1982 Debt Securities and
the performance and observance of all the covenants and
conditions of the 1982 Indenture binding upon J.P. Morgan,
and J.P. Morgan or such successor corporation shall not,
immediately after such merger or consolidation, or such sale
or conveyance, be in default in the performance of any such
covenant or condition. (Article Nine.)

DESCRIPTION OF DEBT SECURITIES
UNDER THE 1986 INDENTURE

Brief summaries of the principal provisions of the 1986
Indenture and the Debt Securities issued thereunder (the
"1986 Debt Securities") do not purport to be complete.
Certain capitalized terms used herein are defined in the 1986
Indenture. References in italics are to sections or articles
of the 1986 Indenture. Where any particular sections or
defined terms of the 1986 Indenture are referred to, such
sections or defined terms are incorporated herein by
reference as a part of the statement made, and the statement
is qualified in its entirety by such reference.

Terms and Provisions of the Zero Coupon Subordinated Notes due April 1, 1998

The Zero Coupon Subordinated Notes due April 1, 1998
(the "Zero Coupon Notes") were issued pursuant to the 1986
Indenture and may not be redeemed prior to stated maturity
and are not entitled to any sinking fund. There will not be
any periodic payment of interest on the Zero Coupon Notes;
instead the Zero Coupon Notes are issued at a substantial
discount from their principal amount at stated maturity.

The Zero Coupon Notes are issued in fully registered
form, in denominations of $1,000 and any integral multiple
thereof. The paying agent, registrar and transfer agent for
the Zero Coupon Notes is First Trust of New York, National
Association, 100 Wall Street, Suite 1600, New York, New York
10005.

If upon the occurrence of an Event of Default the Zero
Coupon Notes are declared to be due and payable (as described
below under "Terms of the 1986 Indenture - Events of Default,
Waiver, Notice, 1986 Debt Securities in Foreign Currencies")
the amount due and payable will equal the sum of (i) the
initial public offering price of the Zero Coupon Notes
(56.086%) plus (ii) the accrued amortization of original
issue discount calculated using the "interest" method
(computed in accordance with generally accepted accounting
principles in effect on the original issue date of the Zero
Coupon Notes) from the date of original issuance to the date
of acceleration.

If a bankruptcy proceeding is commenced in respect of
J.P. Morgan, under Section 502(b)(2) of Title 11 of the
United States Code, the claim of the holder of a Zero Coupon
Note with respect to the principal amount thereof would be
limited to the issue price plus the pro rata portion of the
initial discount (the difference between such principal
amount and the issue price of the Zero Coupon Notes)
attributable to the period from the date of original issue of
the Zero Coupon Notes to the commencement of the proceeding.
The method used to pro rata the discount may differ from the
method set forth below under "Terms of the 1986 Indenture -
Subordination".

United States Tax Considerations

This summary is based on the Internal Revenue Code of
1986, as amended (the "Code"), and existing Treasury
Regulations, Revenue Rulings and judicial decisions. This
summary discusses only Zero Coupon Notes held as capital
assets within the meaning of Section 1221 of the Code. It
does not discuss all of the tax consequences that may be
relevant to a holder in light of his particular circumstances
or to holders subject to special rules, such as certain
financial institutions, insurance companies, or dealers in
securities. Persons considering the purchase of Zero Coupon
Notes should consult their own tax advisors with regard to
the application of the United States federal income tax laws
to their particular situations as well as any tax
consequences arising under the laws of any state, local or
foreign taxing jurisdiction.

Original Issue Discount. Under certain Treasury Regulations,
the Zero Coupon Notes are considered to have been issued with
original issue discount for federal income tax purposes
because they were issued for an amount less than their stated
redemption price at maturity. As a result, holders of the
Zero Coupon Notes are required to include original issue
discount in income for federal income tax purposes as it
accrues, in accordance with a constant interest method based
on a compounding of interest, before the receipt of cash
payments attributable to such income. Under this method,
holders of the Zero Coupon Notes generally are required to
include in income increasingly greater amounts of original
issue discount in successive semiannual accrual periods. The
issue price of the Zero Coupon Notes, which is set forth on
the legend on the face of each Zero Coupon Note, is equal to
the initial offering price at which a substantial amount of
the Zero Coupon Notes were sold (excluding sales to bond
houses and brokers acting in their capacity as underwriters
or wholesalers).

Sale, Exchange, Retirement or Other Disposition of the Zero
Coupon Notes. Upon the sale, exchange, retirement or other
disposition of a Zero Coupon Note, a holder will recognize
taxable gain or loss equal to the difference between the
amount realized on the sale, exchange, retirement or other
disposition and such holder's adjusted tax basis in the Zero
Coupon Note. A holder's adjusted tax basis in a Zero Coupon
Note is equal to the cost of the Zero Coupon Note to such
holder, increased by the amounts of original issue discount
and any market discount previously included in income by the
holder with respect to such Zero Coupon Note.

Gain or loss realized on the sale, exchange, retirement
or other disposition of a Zero Coupon Note is capital gain or
loss (except to the extent of any accrued market discount not
previously included in the holder's taxable income). See
"Market Discount and Premium" below. Although capital gains
are generally taxed at the same rates as ordinary income,
with respect to certain non-corporate taxpayers the excess of
net long-term capital gains over short-term capital losses
may be taxed at a lower rate than ordinary income. A capital
gain or loss is long-term if the asset is held for more than
one year and short-term if held one year or less. In
addition, the distinction between capital gain or loss and
ordinary income or loss is relevant for purposes of, among
other things, limitations on the deductibility of capital
losses.

Market Discount and Premium. If a holder purchases a Zero
Coupon Note (including upon its original issuance) for an
amount that is less than its "revised issue price", the
amount of the difference will be treated as "market discount"
for federal income tax purposes, unless such difference is
less than the specified de minimis amount. The revised issue
price of a Zero Coupon Note is defined as the sum of the
issue price of the Zero Coupon Note and the aggregate amount
of original issue discount includible, without regard to the
rules for amortization of acquisition premium discussed
below, in the gross income of all previous holders of the
Zero Coupon Note.

Under the market discount rules of the Code, a holder is
required to treat any gain on the sale, exchange, retirement
or other disposition of a Zero Coupon Note as ordinary income
to the extent of the market discount which has not previously
been included in income (pursuant to an election by the
holder to include such market discount in income as it
accrues) and is treated as having accrued on such Zero Coupon
Note during the period that the holder owned such Zero Coupon
Note. If such Zero Coupon Note is disposed of in a nontaxable
transaction (other than a nonrecognition transaction
described in Code Section 1276(d)), accrued market discount
will be includible as ordinary income to the holders if such
had sold the Zero Coupon Note at its then fair market value.
In addition, the holder may be required to defer, until the
maturity of the Zero Coupon Note or its earlier disposition
in a taxable transaction, the deduction of all or a portion
of the interest expense on any indebtedness incurred or
maintained to purchase or carry such Zero Coupon Note.

Market discount will be considered to accrue ratably
during the period from the date of acquisition to the
maturity date of the Zero Coupon Note, unless the holder
elects to accrue on the basis of semiannual compounding. A
holder may elect to include market discount in income
currently as it accrues (on either a ratable or semiannual
compounding basis), in which case the rule described above
regarding deferral of interest deductions will not apply. An
election to include market discount currently, once made,
will apply to all market discount obligations acquired by the
holder on or after the first day of the first taxable year to
which the election applies, and may not be revoked without
the consent of the Internal Revenue Service.

A holder who purchases a Zero Coupon Note for an amount
that is greater than its revised issue price but less than
its stated redemption price at maturity will be considered to
have purchased such Zero Coupon Note at an "acquisition
premium". Under the acquisition premium rules of the Code,
the amount of original issue discount which such holder must
include in its gross income with respect to such Zero Coupon
Note for any taxable year will be reduced by the portion of
such acquisition premium properly allocable to such year.
Alternatively, a holder may elect to compute original
discount accruals using an issue price equal to its cost.

Backup Withholding and Information Reporting. Certain
noncorporate holders may be subject to backup withholding at
a rate of 31% on payments of principal, premium and interest
(including original issue discount) on, the proceeds of
disposition of, a Zero Coupon Note. Backup withholding will
apply only if the holder (i) fails to furnish its Taxpayer
Identification Number ("TIN") which, for an individual, would
be his Social Security number, (ii) furnishes an incorrect
TIN, (iii) is notified by the Internal Revenue Service that
it has failed to properly report payments of interest and
dividends or (iv) under certain circumstances, fails to
certify, under penalty of perjury, that it has furnished a
correct TIN and has not been notified by the Internal Revenue
Service that it is subject to backup withholding for failure
to report interest and dividend payments. Holders should
consult their tax advisers regarding their qualification for
exemption from backup withholding and the procedure for
obtaining such an exemption if applicable.

The amount of any backup withholding from a payment to a
holder will be allowed as a credit against such holder's
United States federal income tax liability and may entitle
such holder to a refund, provided that the required
information is furnished to the Internal Revenue Service.

Terms and Provisions of the 7 5/8% Subordinated Notes due November 15, 1998

The 7 5/8% Subordinated Notes due November 15, 1998 (the
"7 5/8% Notes") were issued under the 1986 Indenture and
interest is payable semi-annually on May 15 and November 15
of each year to the persons in whose names the 7 5/8% Notes
are registered at the close of business on May 1 or November
1, as the case may be, preceding such May 15 and November 15.
The 7 5/8% Notes are unsecured debt obligations of J.P.
Morgan and are subordinate in right of payment to all Senior
Indebtedness of J.P. Morgan to the extent set forth herein.
The 7 5/8% Notes may not be redeemed prior to stated maturity
and are not entitled to any sinking fund. The 7 5/8% Notes
are not represented by notes in definitive form but are
represented by one or more global securities (the "7 5/8%
Global Securities") registered in the name of the nominee of
The Depository Trust Company (the "Depository"). Interests in
the 7 5/8% Notes represented by the 7 5/8% Global Securities
are shown on, and transfers thereof are effected only
through, records maintained by the Depository and its direct
and indirect participants. Settlement for the 7 5/8% Notes
will be made in immediately available funds. The 7 5/8% Notes
trade in the Depository's Same-Day Funds Settlement System
until maturity, and secondary market trading activity
therefore settles in immediately available funds. All
payments of principal and interest made by J.P. Morgan are in
immediately available funds or the equivalent so long as the
Depository continues to make its Same-Day Funds Settlement
System available to J.P. Morgan. See "Same-Day Funds
Settlement System" below.

The 7 5/8% Notes are issued in fully registered form, in
denominations of $1,000 and any integral multiple thereof.
The paying agent, registrar and transfer agent for the 7 5/8%
Notes is First Trust of New York, National Association, 100
Wall Street, Suite 1600, New York, New York 10005.

Terms and Provisions of the 7 1/4% Subordinated Notes due January 15, 2002

The 7 1/4% Subordinated Notes due January 15, 2002 (the
"7 1/4% Notes") were issued under the 1986 Indenture and
interest is payable semi-annually on January 15 and July 15
of each year to the persons in whose names the 7 1/4% Notes
are registered at the close of business on January 1 or July
1, as the case may be, preceding such January 15 and July 15.
The 7 1/4% Notes may not be redeemed prior to stated maturity
and are not entitled to any sinking fund. The 7 1/4% Notes
are not represented by notes in definitive form but are
represented by one or more global securities (the "7 1/4%
Global Securities") registered in the name of the nominee of
The Depository Trust Company (the "Depository"). Interests in
the 7 1/4% Notes represented by the 7 1/4% Global Securities
are shown on, and transfers thereof are effected only
through, records maintained by the Depository and its direct
and indirect participants. Settlements for the 7 1/4% Notes
will be made in immediately available funds. The 7 1/4% Notes
trade in the Depository's Same-Day Funds Settlement System
until maturity, and secondary market trading activity
therefore settles in immediately available funds. All
payments of principal and interest made by J.P. Morgan are in
immediately available funds or the equivalent so long as the
Depository continues to make its Same-Day Funds Settlement
System available to J.P. Morgan. See "Same-Day Funds
Settlement System" below.

The 7 1/4% Notes are issued in fully registered form, in
denominations of $1,000 and any integral multiple thereof.
The paying agent, registrar and transfer agent for the 7 1/4%
Notes is First Trust of New York, National Association, 100
Wall Street, Suite 1600, New York, New York 10005.

Terms and Provisions of the 8 1/2% Subordinated Notes due August 15, 2003

The 8 1/2% Subordinated Notes due August 15, 2003 (the
"8 1/2% Notes") were issued under the 1986 Indenture and
interest is payable semi-annually on February 15 and August
15 of each year to the persons in whose names the 8 1/2%
Notes are registered at the close of business on February 1
or August 1, as the case may be, preceding such February 15
and August 15. The 8 1/2% Notes may not be redeemed prior to
stated maturity and are not entitled to any sinking fund. The
8 1/2% Notes are not represented by notes in definitive form
but are represented by one or more global securities (the "8
1/2% Global Securities") registered in the name of the
nominee of The Depository Trust Company (the "Depository").
Interests in the 8 1/2% Notes represented by the 8 1/2%
Global Securities are shown on, and transfers thereof are
effected only through, records maintained by the Depository
and its direct and indirect participants. Settlements for the
8 1/2% Notes will be made in immediately available funds. The
8 1/2% Notes trade in the Depository's Same-Day Funds
Settlement System until maturity, and secondary market
trading activity therefore settles in immediately available
funds. All payments of principal and interest made by J.P.
Morgan are in immediately available funds or the equivalent
so long as the Depository continues to make its Same-Day
Funds Settlement System available to J.P. Morgan. See "Same-
Day Funds Settlement System" below.

The 8 1/2% Notes are issued in fully registered form, in
denominations of $1,000 and any integral multiple thereof.
The paying agent, registrar and transfer agent for the 8 1/2%
Notes is First Trust of New York, National Association, 100
Wall Street, Suite 1600, New York, New York 10005.

Terms and Provisions of the 9 5/8% Subordinated Notes due December 15, 1998

The 9 5/8% Subordinated Notes due December 15, 1998 (the
"9 5/8% Notes") were issued under the 1986 Indenture and
interest is payable semi-annually on June 15 and December 15
of each year to the persons in whose names the 9 5/8% Notes
are registered at the close of business on June 1 or December
1, as the case may be, preceding such June 15 and December
15. The 9 5/8% Notes may not be redeemed prior to December
15, 1995. Thereafter, they may be redeemed on at least 30
days' notice at the option of J.P. Morgan, as a whole or in
part, at any time, at 100% of the principal amount thereof,
together with accrued interest to the date fixed for
redemption. The 9 5/8% Notes are subordinated in right of
payment to Senior Indebtedness of J.P. Morgan.

The 9 5/8% Notes are issued in fully registered form, in
denominations of $1,000 and any integral multiple thereof.
The paying agent, registrar and transfer agent for the 9 5/8%
Notes is First Trust of New York, National Association, 100
Wall Street, Suite 1600, New York, New York 10005.

Terms of the 1986 Indenture

General. The 1986 Indenture does not limit the amount of
1986 Debt Securities which may be issued thereunder. The 1986
Debt Securities are unsecured and subordinate in right of
payment to all Senior Indebtedness of J.P. Morgan as
discussed under "Subordination" below. In addition, since
J.P. Morgan is a holding company, the right of J.P. Morgan to
participate as a shareholder in any distribution of assets of
any subsidiary upon its liquidation or reorganization or
otherwise (and thus the ability of holders of the 1986 Debt
Securities to benefit as creditors of J.P. Morgan from such
distribution) is subject to the prior claims of creditors of
any such subsidiary. J.P. Morgan and its subsidiaries are
subject to claims by creditors for long-term and short-term
debt obligations, including substantial obligations for
federal funds purchased and securities sold under repurchase
agreements, as well as deposit liabilities. There are also
various legal limitations on the extent to which subsidiaries
of J.P. Morgan may pay dividends or otherwise supply funds to
J.P. Morgan.

The 1986 Debt Securities may be presented for exchange,
and registered 1986 Debt Securities may be presented for
transfer, in the manner, at the places and subject to the
restrictions set forth in the 1986 Indenture and the 1986
Debt Securities. The 1986 Debt Securities in bearer form and
the coupons, if any, appertaining thereto will be
transferable by delivery. No service charge will be made for
any exchange of 1986 Debt Securities or transfer of 1986 Debt
Securities in registered form, but J.P. Morgan may require
payment of a sum sufficient to cover any tax or governmental
charge payable in connection therewith. (Section 2.8.)

Subordination. The 1986 Debt Securities are subordinate in
right of payment as provided in the 1986 Indenture to all
Senior Indebtedness of J.P. Morgan. No payment pursuant to
the 1986 Debt Securities may be made and no holder of the
1986 Debt Securities or any coupon appertaining thereto shall
be entitled to demand or receive any such payment (i) unless
all amounts of principal, premium, if any, and interest then
due on all Senior Indebtedness of J.P. Morgan shall have been
paid in full or duly provided for or (ii) if, at the time of
such payment or immediately after giving effect thereto,
there shall exist with respect to any given Senior
Indebtedness of J.P. Morgan any event of default permitting
the holders thereof to accelerate the maturity thereof or any
event which, with notice or lapse of time, or both, will
become such an event of default. (Section 10.2.) Upon any
distribution of the assets of J.P. Morgan upon dissolution,
winding up, liquidation or reorganization, the holders of
Senior Indebtedness of J.P. Morgan will be entitled to
receive payment in full of principal, premium, if any, and
interest before any payment may be made on the 1986 Debt
Securities. (Section 10.3.) By reason of such subordination,
in the event of the insolvency of J.P. Morgan, holders of
Senior Indebtedness of J.P. Morgan may receive more, ratably,
and holders of the 1986 Debt Securities or coupon
appertaining thereto may receive less, ratably, than the
other creditors of J.P. Morgan. Such subordination will not
prevent the occurrence of any Event of Default in respect of
the 1986 Debt Securities. The 1986 Indenture does not limit
the amount of Senior Indebtedness J.P. Morgan may incur.

Senior Indebtedness of J.P. Morgan for purposes of this
description of 1986 Debt Securities is defined as the
principal of, premium, if any, and interest on (a) all
indebtedness of J.P. Morgan for money borrowed, whether
outstanding on the date of execution of the 1986 Indenture or
thereafter created, assumed or incurred, except such
indebtedness as is by its terms expressly stated to be not
superior in right of payment to the 1986 Debt Securities or
to rank pari passu with the 1986 Debt Securities and (b) any
deferrals, renewals or extensions of any such Senior
Indebtedness. The term "pari passu" as used herein shall mean
ranking equally in right of payment in the event of J.P.
Morgan's bankruptcy.

Events of Default, Waiver, Notice, 1986 Debt Securities in
Foreign Currencies. As to any series of 1986 Debt
Securities, an Event of Default is defined in the 1986
Indenture as (a) default for 30 days payment of any interest
on the 1986 Debt Securities of such series; (b) default in
payment of principal of or premium, if any, on the 1986 Debt
Securities of such series when due either at maturity, upon
redemption, by declaration or otherwise; (c) default in the
payment of a sinking fund installment, if any, on the 1986
Debt Securities of such series; (d) default by J.P. Morgan in
the performance of any other covenant or warranty contained
in the 1986 Indenture for the benefit of such series which
shall not have been remedied for a period of 90 days after
notice given as specified in the 1986 Indenture; and (e)
certain events of bankruptcy, insolvency and reorganization
of J.P. Morgan. (Section 5.1.) An Event of Default with
respect to a particular series of 1986 Debt Securities issued
under the 1986 Indenture does not necessarily constitute an
Event of Default with respect to any other series of 1986
Debt Securities issued thereunder. The 1986 Indenture
provides that the Trustee may withhold notice to the holders
of 1986 Debt Securities of any series of any default (except
in payment of principal of or interest or premium, if any, on
such 1986 Debt Securities or in the making of any sinking
fund payment with respect to such 1986 Debt Securities) if
the Trustee considers it in the interest of the holders of
1986 Debt Securities of such series to do so. (Section 5.11.)

If an Event of Default described in clause (e) above
shall have occurred and be continuing, either the Trustee or
the holders of not less than 25% in principal amount of all
1986 Debt Securities then outstanding (treated as one class)
by notice in writing to J.P. Morgan (and to the Trustee if
given by the holders of 1986 Debt Securities), may declare
the entire principal (or, in the case of original issue
discount 1986 Debt Securities, the portion thereof specified
in the terms thereof) of all 1986 Debt Securities then
outstanding and the interest accrued thereon, if any, to be
due and payable immediately, and upon such declaration the
same shall become immediately due and payable. Prior to the
declaration of the acceleration of the maturity of the 1986
Debt Securities of any series, the holders thereof of a
majority in principal amount thereof then outstanding (voting
as one class) may waive any such default or Event of Default,
and its consequences except a default in respect of a
covenant or provision hereof which cannot be modified or
amended without the consent of the holders of each series of
1986 Debt Securities so affected. In the case of any such
waiver, J.P. Morgan, the Trustee and the holders of 1986 Debt
Securities of such series shall be restored to their former
positions and rights hereunder, respectively; but no such
waiver shall extend to any subsequent or other default or
impair any right consequent thereon. (Sections 5.1 and 5.10.)

The holders of a majority in principal amount of the
outstanding 1986 Debt Securities of each series affected
(with each series voting as a separate class) shall have the
right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee under the
1986 Indenture, subject to certain limitations specified in
the 1986 Indenture, provided that the holders of 1986 Debt
Securities shall have offered to the Trustee reasonable
indemnity against expenses and liabilities. (Sections 5.9 and
6.2(d).) The 1986 Indenture requires the annual delivery by
J.P. Morgan to the Trustee of a written statement as to the
absence of certain defaults under the 1986 Indenture.
(Section 3.5.) Whenever the 1986 Indenture provides for an
action by, or the determination of any of the rights of, or
any distribution to, holders of 1986 Debt Securities, any
amount in respect of any 1986 Debt Security denominated in a
currency other than U.S. dollars or in any currency unit
shall be treated as that amount of U.S. dollars that could be
obtained for such amount on such reasonable basis of exchange
and as of such date as J.P. Morgan specifies to the Trustee
or in the absence of such notice, as the Trustee may
determine. (Section 12.11.)

Modification of the 1986 Indenture; Waiver of Compliance.
The 1986 Indenture contains provisions permitting J.P. Morgan
and the Trustee, with the consent of the holders of not less
than a majority in principal amount of the 1986 Debt
Securities of all series affected by such modification or
waiver at the time outstanding (voting as one class), to
modify the 1986 Indenture or any supplemental indenture or
the right of the holders of the 1986 Debt Securities, or
waive compliance by J.P. Morgan with any of its obligations
thereunder, provided that no such modification or waiver
shall (i) extend the final maturity of any 1986 Debt
Security, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon,
or change the currency or currency unit of payment thereof,
or change the method in which amounts of payments of
principal or interest thereon are determined, or reduce the
portion of the principal amount of an original issue discount
1986 Debt Security due and payable upon acceleration of the
maturity thereof or the portion of the principal amount
thereof provable in bankruptcy, or reduce any amount payable
upon redemption of any 1986 Debt Security, or impair or
affect the right of a holder to institute suit for the
payment thereof or, if the 1986 Debt Securities provide
therefor, any right of repayment at the option of the holder
of a 1986 Debt Security, without the consent of the holder of
each 1986 Debt Security so affected or (ii) reduce the
aforesaid percentage of 1986 Debt Securities of any series,
the consent of the holders of which is required for any such
modification, without the consent of the holder of each 1986
Debt Security so affected. (Sections 8.2 and 8.6.)

The 1986 Indenture also permits J.P. Morgan and the
Trustee to amend the 1986 Indenture in certain circumstances
without the consent of the holders of 1986 Debt Securities to
evidence the merger of J.P. Morgan or the replacement of the
Trustee and for certain other purposes. (Section 8.1.)

Consolidations, Mergers and Sales of Assets. J.P. Morgan may
not merge or consolidate with any other corporation or sell
or convey all or substantially all of its assets to any
Person, unless either J.P. Morgan shall be the continuing
corporation or the successor corporation shall be a
corporation organized under the laws of the United States or
any state thereof and shall expressly assume the payment of
the principal of and interest on the 1986 Debt Securities and
the performance and observance of all the covenants and
conditions of the 1986 Indenture binding upon J.P. Morgan,
and J.P. Morgan or such successor corporation shall not,
immediately after such merger or consolidation, or such sale
or conveyance, be in default in the performance of any such
covenant or condition. (Article Nine.)

DESCRIPTION OF DEBT SECURITIES
UNDER THE 1993 INDENTURE

Brief summaries of certain provisions of the 1993
Indenture and the Debt Securities issued thereunder (the
"1993 Debt Securities") do not purport to be complete.
Certain capitalized terms used herein are defined in the 1993
Indenture. References in italics are to sections or articles
of the 1993 Indenture. Where any particular sections or
defined terms of the 1993 Indenture are referred to, such
sections or defined terms are incorporated herein by
reference as a part of the statement made, and the statement
is qualified in its entirety by such reference.

Terms of the Subordinated Constant Maturity Treasury Floating
Rate Notes due March 13, 2000

General. The Subordinated Constant Maturity Treasury
Floating Rate Notes due March 13, 2000 (the "CMT Notes") were
issued under the 1993 Indenture and interest is payable
quarterly on the thirteenth day of each March, June,
September and December (the "CMT Interest Payment Date"), to
the persons in whose names the CMT Notes are registered at
the close of business on the fifteenth calendar day prior to
each CMT Interest Payment Date. The interest rate on the CMT
Notes for each CMT Interest Period will be at a floating rate
equal to 2.25% per annum plus the product of 0.4 times the
Ten Year Constant Maturity Treasury Rate (the "Ten Year CMT
Rate"), determined as described below under "Interest",
subject to a minimum rate for each CMT Interest Period of
5.30% per annum. Interest will be computed on the basis of a
365 or 366 day year and the actual number of days in the
applicable CMT Interest Period. The CMT Notes are not
redeemable prior to their stated maturity.

The CMT Notes are issued in fully registered form, in
denominations of $250,000 and any integral multiple thereof.
The paying agent, registrar and transfer agent for the CMT
Notes is First Trust of New York, National Association, 100
Wall Street, Suite 1600, New York, New York 10005.

The CMT Notes are unsecured debt obligations of J.P.
Morgan and are subordinate in right of payment to all Senior
Indebtedness of J.P. Morgan and, in certain circumstances, to
the Derivative Obligations (as defined) of J.P. Morgan to the
extent set forth below under "Subordination". Payment of
principal of the CMT Notes may be accelerated only in the
case of the bankruptcy or reorganization of J.P. Morgan.
There is no right of acceleration in the case of the default
in the payment of interest on the CMT Notes, or the
performance of any other covenant of J.P. Morgan.

The CMT Notes are represented by global securities (the
"CMT Global Securities") registered in the name of the
nominee of The Depository Trust Company, acting as the
depository (the "Depository"). Interests in the CMT Notes
represented by the CMT Global Securities are shown on, and
transfers thereof are effected only through, records
maintained by the Depository and its direct and indirect
participants. CMT Notes in definitive form will not be
issued. Settlement for the CMT Notes will be made in
immediately available funds. The CMT Notes trade in the
Depository's Same-Day Funds Settlement System and Secondary
market trading activity for the CMT Notes will therefore
settle in immediately available funds. All payments of
principal and interest will be made by J.P. Morgan in
immediately available funds or the equivalent so long as the
Depository continues to make its Same-Day Funds Settlement
System available to J.P. Morgan. See "Same-Day Funds
Settlement System" below.

Interest. The "CMT Interest Period" is each period from and
including a CMT Interest Payment Date in respect of the CMT
Notes up to but excluding the next succeeding CMT Interest
Payment Date.

The Ten Year CMT Rate will be determined by the New York
branch of Morgan Guaranty Trust Company of New York, as
Calculation Agent (the "CMT Calculation Agent") (or, if the
CMT Calculation Agent fails to establish the applicable rate
of interest for any CMT Interest Period, or if J.P. Morgan
removes the CMT Calculation Agent, J.P. Morgan will appoint
the office of another bank to act as the CMT Calculation
Agent) for each CMT Interest Period in accordance with the
following provisions:

For each CMT Interest Period, except as provided below
in this paragraph, the Ten Year CMT Rate will be the
respective daily rate set forth for the last New York
Business Day contained in the weekly Federal Reserve
Statistical Release H.15(519) (or any successor publication)
of the Board of Governors of the Federal Reserve System most
recently during the Calendar Period immediately prior to the
second New York Business Day (the "CMT Interest Determination
Date") preceding the first day of the applicable CMT Interest
Period (such first day shall be the "CMT Reset Date")
opposite the caption "U.S. Government Securities/Treasury
Constant Maturities/ 10-Year" or any replacement caption. In
the event that a per annum Ten Year CMT Rate shall not be
available as described above, then the Ten Year CMT Rate for
such CMT Interest Period shall be the Fall Back Rate
(hereinafter defined). The Fall Back Rate will be the daily
per annum yield to maturity of the current ("on the run")
U.S. Treasury Note with a ten year maturity based on the mid-
market yield displayed on Telerate Page 7690 by Cantor
Fitzgerald at 12:00 noon, New York time, on the CMT Interest
Determination Date. Telerate Page 7690 shall mean the page
7690 or its replacement as provided by the Telerate News
Service. In the event that the CMT Calculation Agent
determines in good faith that for any reason the CMT
Calculation Agent cannot determine the Fall Back Rate for any
CMT Interest Period as provided above in this paragraph, the
Fall Back Rate for such CMT Interest Period shall be the
arithmetic average of the per annum average yields to
maturity based upon the closing bids on the CMT Interest
Determination Date of the actively traded U.S. Treasury fixed
interest rate securities (other than Special Securities (as
defined below)) with a final maturity date not less than
eight nor more than twelve years from the date of each such
quotation, as chosen and quoted on such CMT Interest
Determination Date to the CMT Calculation Agent by at least
three recognized dealers in U.S. Government securities
selected by the CMT Calculation Agent.

All percentages resulting from any calculations on the
CMT Notes will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-
millionths of a percentage point rounded upward (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or
.0987655)), and all dollar amounts used in or resulting from
such calculation will be rounded to the nearest cent (with
one-half cent being rounded upward).

As used herein, the term "Calendar Period" means a
period of ten calendar days; the term "New York Business Day"
means any day on which commercial banks are open for business
(including dealings in foreign exchange and foreign currency
deposits) in New York City, New York; and the term "Special
Securities" means securities which can, at the option of the
holder, be surrendered at face value in payment of any
Federal estate tax or which provide tax benefits to the
holder and are priced to reflect such tax benefits or which
were originally issued at a deep or substantial discount.

J.P. Morgan has agreed that, so long as the CMT Notes
remain outstanding, it will maintain under appointment an
agent (the "CMT Calculation Agent"), initially the New York
branch of Morgan Guaranty Trust Company of New York, to
calculate the rate of interest payable on the CMT Notes in
respect of each CMT Interest Period subsequent to the CMT
Initial Interest Period. If the CMT Calculation Agent fails
to establish the applicable rate of interest for any CMT
Interest Period, or if J.P. Morgan removes the CMT
Calculation Agent, J.P. Morgan will appoint the office of
another bank to act as the CMT Calculation Agent.

Terms and Provisions of the 5 3/4% Subordinated Notes due October 15, 2008

The 5 3/4% Subordinated Notes due October 15, 2008 (the
"5 3/4% Notes") were issued under the 1993 Indenture and
interest is payable semi-annually on April 15 and October 15
of each year to the persons in whose names the 5 3/4% Notes
are registered at the close of business on April 1 or October
1, as the case may be, preceding such April 15 and October
15. The 5 3/4% Notes may not be redeemed prior to stated
maturity and are not entitled to any sinking fund. The 5 3/4%
Notes are represented by Global Securities (the "5 3/4%
Global Securities") registered in the name of The Depository
Trust Company (the "Depository"). Interests in the 5 3/4%
Notes represented by the 5 3/4% Global Securities are shown
on, and transfers thereof are effected only through, records
maintained by the Depository and its direct and indirect
participants. Except as described herein, 5 3/4% Notes in
definitive form will not be issued. Settlement for the 5 3/4%
Notes will be made in immediately available funds. The 5 3/4%
Notes will trade in the Depository's Same-Day Funds
Settlement System and secondary market trading activity will
be made by J.P. Morgan in immediately available funds or the
equivalent. See "Same-Day Funds Settlement System" below.

The 5 3/4% Notes are issued in fully registered form, in
denominations of $1,000 and any integral multiple thereof.
The paying agent, registrar and transfer agent for the 5 3/4%
Notes is First Trust of New York, National Association, 100
Wall Street, Suite 1600, New York, New York 10005.

Terms and Provisions of the 6 1/4% Subordinated Notes due January 15, 2009

The 6 1/4% Subordinated Notes due January 15, 2009 (the
"6 1/4% Notes") were issued under the 1993 Indenture and
interest is payable semi-annually on July 15 and January 15
of each year to the persons in whose names the 6 1/4% Notes
are registered at the close of business on July 1 or January
1, as the case may be, preceding such July 15 and January 15.
The 6 1/4% Notes may not be redeemed prior to stated maturity
and are not entitled to any sinking fund. The 6 1/4% Notes
are represented by Global Securities (the "6 1/4% Global
Securities") registered in the name of The Depository Trust
Company (the "Depository"). Interests in the 6 1/4% Notes
represented by the 6 1/4% Global Securities are shown on, and
transfers thereof are effected only through, records
maintained by the Depository and its direct and indirect
participants. Except as described herein, 6 1/4% Notes in
definitive form will not be issued. Settlement for the 6 1/4%
Notes will be made in immediately available funds. The 6 1/4%
Notes will trade in the Depository's Same-Day Funds
Settlement System and secondary market trading activity will
be made by J.P. Morgan in immediately available funds or the
equivalent. See "Same-Day Funds Settlement System" below.

The 6 1/4% Notes are issued in fully registered form, in
denominations of $1,000 and any integral multiple thereof.
The paying agent, registrar and transfer agent for the 6 1/4%
Notes is First Trust of New York, National Association, 100
Wall Street, Suite 1600, New York, New York 10005.

Terms and Provisions of the 7 5/8% Subordinated Notes due September 15, 2004

The 7 5/8% Subordinated Notes due September 15, 2004
(the "2004 Notes") were issued under the 1993 Indenture and
interest is payable semi-annually on March 15 and September
15 of each year to the persons in whose names the 2004 Notes
are registered at the close of business on March 1 or
September 1, as the case may be, preceding such March 15 and
September 15. The 2004 Notes may not be redeemed prior to
stated maturity and are not entitled to any sinking fund. The
2004 Notes are represented by Global Securities (the "2004
Global Securities") registered in the name of The Depository
Trust Company (the "Depository"). Interests in the 2004 Notes
represented by the 2004 Global Securities are shown on, and
transfers thereof are effected only through, records
maintained by the Depository and its direct and indirect
participants. Except as described herein, 2004 Notes in
definitive form will not be issued. Settlement for the 2004
Notes will be made in immediately available funds. The 2004
Notes will trade in the Depository's Same-Day Funds
Settlement System and secondary market trading activity will
be made by J.P. Morgan in immediately available funds or the
equivalent. See "Same-Day Funds Settlement System" below.

The 2004 Notes are issued in fully registered form, in
denominations of $1,000 and any integral multiple thereof.
The paying agent, registrar and transfer agent for the 2004
Notes is First Trust of New York, National Association, 100
Wall Street, Suite 1600, New York, New York 10005.

Terms of the 1993 Indenture

General. The 1993 Indenture does not limit the amount of
1993 Debt Securities which may be issued thereunder and
provides that 1993 Debt Securities may be issued in series
thereunder up to the aggregate principal amount which may be
authorized from time to time by J.P. Morgan.

The 1993 Debt Securities are unsecured and subordinate
in right of payment to all Senior Indebtedness of J.P. Morgan
and, in certain circumstances relating to bankruptcy or
insolvency of J.P. Morgan, the Derivative Obligations (as
defined below), whether outstanding as of this date or
hereafter incurred, as discussed under "Subordination" below.
In addition, since J.P. Morgan is a holding company, the
right of J.P. Morgan to participate as a shareholder in any
distribution of assets of any subsidiary upon its liquidation
or reorganization or otherwise (and thus the ability of
holders of the 1993 Debt Securities to benefit as creditors
of J.P. Morgan from such distribution) is subject to the
prior claims of creditors of any such subsidiary. J.P. Morgan
and its subsidiaries are subject to claims by creditors for
long-term and short-term debt obligations, including
substantial obligations for federal funds purchased and
securities sold under repurchase agreements, as well as
deposit liabilities. There are also various legal limitations
on the extent to which subsidiaries of J.P. Morgan may pay
dividends or otherwise supply funds to J.P. Morgan.

Subordination. The 1993 Debt Securities are subordinate in
right of payment as provided in the 1993 Indenture to all
Senior Indebtedness of J.P. Morgan. No payment pursuant to
the 1993 Debt Securities may be made and no holder of the
1993 Debt Securities or any coupon appertaining thereto shall
be entitled to demand or receive any such payment (i) unless
all amounts of principal, premium, if any, and interest then
due on all Senior Indebtedness of J.P. Morgan shall have been
paid in full or duly provided for or (ii) if, at the time of
such payment or immediately after giving effect thereto,
there shall exist with respect to any given Senior
Indebtedness of J.P. Morgan any event of default permitting
the holders thereof to accelerate the maturity thereof or any
event which, with notice or lapse of time, or both, will
become such an event of default. (Section 10.2.)

Upon any distribution of the assets of J.P. Morgan upon
dissolution, winding up, liquidation or reorganization, (i)
the holders of Senior Indebtedness of J.P Morgan will be
entitled to receive payment in full of principal, premium, if
any, and interest before any payment may be made on the 1993
Debt Securities and (ii) if, after giving effect to the
operation of clause (i) above, amounts remain available for
payment or distribution in respect of the 1993 Debt
Securities (any such remaining amount being defined in the
1993 Indenture as the "Excess Proceeds") and creditors in
respect of Derivative Obligations have not received payment
in full of amounts due or to become due thereon, then such
Excess Proceeds shall first be applied to pay or provide for
the payment in full of all such Derivative Obligations before
any payment may be made on the 1993 Debt Securities.
(Sections 10.3 and 10.12.) By reason of such subordination,
in the event of bankruptcy or insolvency of J.P. Morgan,
holders of Senior Indebtedness and Derivative Obligations of
J.P. Morgan may receive more, ratably, and holders of the
1993 Debt Securities or coupon appertaining thereto may
receive less, ratably, than the other creditors of J.P.
Morgan. No series of subordinated debt is subordinate to any
other series of subordinated debt. However, by reason of the
obligation of the holders of the 1993 Debt Securities to pay
over any Excess Proceeds to creditors in respect of
Derivative Obligations, in the event of bankruptcy or
insolvency of J.P. Morgan, the holders of the 1993 Debt
Securities may receive less, ratably, than holders of
Antecedent Subordinated Indebtedness (as defined below). Such
subordination will not prevent the occurrence of an Event of
Default in respect of the 1993 Debt Securities. The 1993
Indenture does not limit the amount of Senior Indebtedness
J.P. Morgan may incur.

Senior Indebtedness of J.P. Morgan for purposes of this
description of 1993 Debt Securities is defined as principal
of, premium, if any, and interest on all indebtedness of J.P.
Morgan for money borrowed, whether outstanding on the date of
execution of the 1993 Indenture or thereafter created,
assumed or incurred and such indebtedness as is by its terms
expressly stated to be not superior in right of payment to
the 1993 Debt Securities or to rank pari passu with the 1993
Debt Securities and any deferrals, renewals or extensions of
any such Senior Indebtedness. The term "Indebtedness of J.P.
Morgan for money borrowed" as used in the foregoing sentence
shall mean any obligation of, or any obligation guaranteed
by, J.P. Morgan for the repayment of borrowed money, whether
or not evidenced by bonds, debentures, notes or other written
instruments, and any deferred obligation for the payment of
the purchase price of property or assets. The term "pari
passu" as used herein shall mean ranking equally in right of
payment in the event of J.P. Morgan's bankruptcy. (Section
1.1.)

Derivative Obligations of J.P. Morgan are defined in the
1993 Indenture as obligations of J.P. Morgan to make payments
on claims in respect of derivative products such as interest
and foreign exchange rate contracts, commodity contracts and
similar arrangements; provided, however, that Derivative
Obligations do not include claims in respect of Senior
Indebtedness or obligations which, by their terms, are
expressly stated not to be superior in right of payment to
the 1993 Debt Securities or to rank pari passu with the 1993
Debt Securities. For purposes of this definition, "claim" has
the meaning assigned thereto in Section 101(4) of the United
States Bankruptcy Code of 1978, as amended and in effect on
the date of the 1993 Indenture. Antecedent Subordinated
Indebtedness of J.P. Morgan is defined in the 1993 Indenture
as all indebtedness and other obligations outstanding on the
date of the 1993 Indenture. (Section 1.1.)

Events of Default, Waiver, Notice, 1993 Debt Securities in
Foreign Currencies. As to any series of 1993 Debt
Securities, an Event of Default is defined in the 1993
Indenture as (a) default for 30 days in payment of any
interest on the 1993 Debt Securities of such series; (b)
default in payment of principal of or premium, if any, on the
1993 Debt Securities of such series when due either at
maturity, upon redemption, by declaration or otherwise; (c)
default in the payment of a sinking fund installment, if any,
on the 1993 Debt Securities of such series; (d) default by
J.P. Morgan in the performance of any other covenant or
warranty contained in the 1993 Indenture for the benefit of
such series which shall not have been remedied for a period
of 90 days after notice given as specified in the 1993
Indenture; and (e) certain events of bankruptcy or
reorganization of J.P. Morgan. (Section 5.1.) An Event of
Default with respect to a particular series of 1993 Debt
Securities issued under the 1993 Indenture does not
necessarily constitute an Event of Default with respect to
any other series of 1993 Debt Securities issued thereunder.
The 1993 Indenture provides that the Trustee may withhold
notice to the holders of 1993 Debt Securities of any series
of any default (except in payment of principal of or interest
or premium, if any, on such 1993 Debt Securities or in the
making of any sinking fund payment with respect to such 1993
Debt Securities) if the Trustee considers it in the interest
of the holders of 1993 Debt Securities of such series to do
so. (Section 5.11.)

The 1993 Indenture provides that if an Event of Default
described in clause (e) above shall have occurred and be
continuing, either the Trustee or the holders of at least 25%
in principal amount of all 1993 Debt Securities then outstanding
(voting as one class) may declare the principal (or, in the case of
original issue discount 1993 Debt Securities, the portion thereof specified
in the terms thereof) of all 1993 Debt Securities then
outstanding and the interest accrued thereon, if any, to be
due and payable immediately, but upon certain conditions such
declarations may be annulled and past defaults (except for
defaults in the payment of premium, or interest, if any, on
such 1993 Debt Securities) may be waived by the holders of a
majority in principal amount of the 1993 Debt Securities of
all series then outstanding. (Sections 5.1 and 5.10.)

The holders of a majority in principal amount of the
outstanding 1993 Debt Securities of each series affected
(with each series voting as a separate class) shall have the
right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee under the
1993 Indenture, subject to certain limitations specified in
the 1993 Indenture, provided that the holders of 1993 Debt
Securities shall have offered to the Trustee reasonable
indemnity against expense and liabilities. (Sections 5.9 and
6.2(d).) The 1993 Indenture requires the annual delivery by
J.P. Morgan to the Trustee of a written statement as to the
absence of certain defaults under the 1993 Indenture.
Whenever the 1993 Indenture provides for an action by, or the
determination of any of the rights of, or any distribution
to, holders of 1993 Debt Securities, in the absence of any
provision to the contrary in the form of 1993 Debt Security,
any amount in respect of any 1993 Debt Security denominated
in a currency other than U.S. dollars or in any currency unit
shall be treated as that amount of U.S. dollars that could be
obtained for such amount on such reasonable basis of exchange
and as of such date as J.P. Morgan specifies to the Trustee
or in the absence of such notice, as the Trustee may
determine. (Section 12.11.)

Modification of the 1993 Indenture; Waiver of Compliance.
The 1993 Indenture contains provisions permitting J.P. Morgan
and the Trustee, with the consent of the holders of not less
than a majority in principal amount of the 1993 Debt
Securities of all series affected by such modification or
waiver at the time outstanding (voting as one class), to
modify the 1993 Indenture or any supplemental indenture or
the rights of the holders of the 1993 Debt Securities, or
waive compliance by J.P. Morgan with any of its obligations
thereunder, provided that no such modification or waiver
shall (i) extend the final maturity of any 1993 Debt
Security, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon,
or change the currency or currency unit of payment thereof,
or change the method in which amounts of payments of
principal or interest thereon are determined, or reduce the
portion of the principal amount of an original issue discount
1993 Debt Security due and payable upon acceleration of the
maturity thereof or the portion of the principal amount
thereof provable in bankruptcy, or reduce any amount payable
upon redemption of any 1993 Debt Security, or impair or
affect the right of a holder to institute suit for the
payment thereof or, if the 1993 Debt Security provide
therefor, any right of repayment at the option of the holder
of a 1993 Debt Security, without the consent of the holder of
each 1993 Debt Security so affected or (ii) reduce the
aforesaid percentage of 1993 Debt Securities of any series,
the consent of the holders of which is required for any such
modification, without the consent of the holder of each 1993
Debt Security so affected. (Sections 8.2 and 8.6.)

The 1993 Indenture also permits J.P. Morgan and the
Trustee to amend the 1993 Indenture in certain circumstances
without the consent of the holders of 1993 Debt Securities to
evidence the merger of J.P. Morgan, the replacement of the
Trustee, to effect modifications which do not affect any
series of 1993 Debt Security already outstanding, and for
certain other purposes. (Section 8.1.)

Consolidations, Mergers and Sales of Assets. J.P. Morgan may
not merge or consolidate with any other corporation or sell
or convey all or substantially all of its assets to any
Person, unless either J.P. Morgan shall be the continuing
corporation or the successor corporation shall be a
corporation organized under the laws of the United States or
any state thereof and shall expressly assume the payment of
the principal of and interest on the 1993 Debt Securities and
the performance and observance of all the covenants and
conditions of the 1993 Indenture binding upon J.P. Morgan,
and J.P. Morgan or such successor corporation shall not,
immediately after such merger or consolidation, or such sale
or conveyance, be in default in the performance of any such
covenant or condition. (Article Nine.)

SAME-DAY FUNDS SETTLEMENT SYSTEM

The Same-Day Funds Settlement System is applicable to
the 1997 Floating Rate Notes, the 1996 Floating Rate Notes,
the 7 5/8% Notes, the 7 1/4% Notes, the 8 1/2% Notes, the CMT
Notes, the 5 3/4% Notes, the 6 1/4% Notes and the 2004 Notes
(each referred to herein as the "Notes") which are
represented by the 1997 Floating Rate Global Securities, the
1996 Floating Rate Global Securities, the 7 5/8% Global
Securities, the 7 1/4% Global Securities, the 8 1/2% Global
Securities, the CMT Global Securities, the 5 3/4% Global
Securities, the 6 1/4% Global Securities and the 2004 Global
Securities, respectively, (each referred to herein as the
"Global Securities") which are registered in the name of the
nominee of The Depository Trust Company ("DTC"), which acts
as the Depository (the "Depository") for the Global
Securities. The following is a summary of DTC's Same-Day
Funds Settlement System.

Book-Entry System. The Notes are represented by one or more
global securities deposited with the Depository and
registered in the name of a nominee of DTC. Except as set
forth below, the Notes will be available for purchase in
denominations of $1,000 and integral multiples thereof
(except for the CMT Notes which are available for purchase in
denominations of $250,000 and integral multiples thereof) in
book-entry form only. The term "Depository" refers to DTC or
any successor depository.

DTC has advised J.P. Morgan and JPMSI as follows: DTC is
a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the
New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC was created to hold
securities of persons who have accounts with DTC
("participants") and to facilitate the clearance and
settlement of securities transactions among its participants
in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. DTC's
participants include securities brokers and dealers
(including JPMSI), banks, trust companies, clearing
corporations and certain other organizations, some of which
(and/or their representatives) own DTC. Access to DTC's book-
entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant, either
directly or indirectly.

Upon issuance by J.P. Morgan of the Notes represented by
the Global Securities, the Depository or its nominee will
credit, on its book-entry registration and transfer system,
the respective principal amounts of the Notes represented by
such Global Securities to the accounts of participants. The
accounts to be credited shall be designated by JPMSI.
Ownership of beneficial interests in the Notes represented by
the Global Securities will be limited to participants or
persons that hold interests through participants. Ownership
of such beneficial interests in the Notes will be shown on,
and the transfer of that ownership will be effected only
through, records maintained by the Depository (with respect
to interests of participants in the Depository), or by
participants in the Depository or persons that may hold
interests through such participants (with respect to persons
other than participants in the Depository). The laws of some
states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer
beneficial interests in the Notes represented by the Global
Securities.

So long as the Depository for the Global Securities, or
its nominee, is the registered owner of such Global
Securities, the Depository or its nominee, as the case may
be, will be considered the sole owner or holder of the Notes
represented by such Global Securities for all purposes under
the Indentures. Except as provided below, owners of
beneficial interests in the Notes represented by the Global
Securities will not be entitled to have the Notes represented
by such Global Securities registered in their names, will not
receive or be entitled to receive physical delivery of the
Notes in definitive form and will not be considered the
owners or holders thereof under the Indentures. Unless and
until the Global Securities are exchanged in whole or in part
for individual certificates evidencing the Notes represented
thereby, such Global Securities may not be transferred except
as a whole by the Depository for such Global Securities to a
nominee of such Depository or by a nominee of such Depository
to such Depository or another nominee of such Depository or
by the Depository or any nominee of such Depository to a
successor Depository or any nominee of such successor
Depository.

Payments of principal of and interest on the Notes
represented by the Global Securities registered in the name
of the Depository or its nominee will be made by J.P. Morgan
through the Paying Agent to the Depository or its nominee, as
the case may be, as the registered owner of the Notes
represented by such Global Securities.

J.P. Morgan has been advised that the Depository or its
nominee, upon receipt of any payment of principal or interest
in respect of the Notes represented by the Global Securities,
will credit immediately the accounts of the related
participants with payment in amounts proportionate to their
respective beneficial interests in the Notes represented by
the Global Securities as shown on the records of the
Depository. J.P. Morgan expects that payments by participants
to owners of beneficial interests in the Notes represented by
the Global Securities will be governed by standing customer
instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form
or registered in "street name." Such payments will be the
responsibility of such participants.

If the Depository is at any time unwilling or unable to
continue as Depository and a successor Depository is not
appointed by J.P. Morgan within 90 days, J.P. Morgan will
issue individual Notes in definitive form in exchange for the
Global Securities. In addition, J.P. Morgan may at any time
and in its sole discretion determine not to have Global
Securities, and, in such event, will issue individual Notes
in definitive form in exchange for the Global Securities. In
either instance, J.P. Morgan will issue Notes in definitive
form, equal in aggregate principal amount to the Global
Securities, in such names and in such principal amounts as
the Depository shall request. Notes so issued in definitive
form will be issued in denominations of $1,000 and integral
multiples thereof (except for the CMT Notes which will be
issued in denominations of $250,000 and integral multiples
thereof) and will be in registered form only, without
coupons.

Neither J.P. Morgan, the Trustees, and any Paying Agents
nor the registrar for the Notes will have any responsibility
or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in
the Notes represented by such Global Securities or for
maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

Same-Day Settlement and Payment. Settlement for the Notes
will be made by JPMSI in immediately available funds. All
payments of principal and interest will be made by J.P.
Morgan in immediately available funds or the equivalent, so
long as the Depository continues to make its Same-Day Funds
Settlement System available to J.P. Morgan.

Secondary trading in long-term notes and debentures of
corporate issuers is generally settled in clearinghouse or
next-day funds. In contrast, the Notes will trade in the
Depository's Same-Day Funds Settlement System, and secondary
market trading activity in the Notes will therefore be
required by the Depository to settle in immediately available
funds. No assurance can be given as to the effect, if any, of
settlement in immediately available funds on trading activity
in the Notes.

DESCRIPTION OF CAPITAL SECURITIES

The authorized capital stock of J.P. Morgan consists of
500,000,000 shares of Common Stock, $2.50 par value, and
10,000,000 shares of Preferred Stock, no par value. At March
31, 1995, there were 200,672,173 shares outstanding of Common
Stock and 2,444,300 shares of Series A Adjustable Rate
Cumulative Preferred Stock and 50,000 shares each of Series
B, C, D, E, and F Variable Cumulative Preferred Stock.

The brief summary of the principal provisions contained
in J.P. Morgan's Restated Certificate of Incorporation does
not purport to be complete.

Common Stock

Subject to the prior rights of the Preferred Stock,
holders of J.P. Morgan Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors
out of any fund legally available therefor and upon
liquidation, dissolution or winding up to receive pro rata
all of J.P. Morgan remaining after provision has been made
for the payments of creditors.

Under the Federal Reserve Act and New York State law,
there are legal restrictions limiting the amount of dividends
that Morgan Guaranty, a subsidiary of J.P. Morgan and a state
member bank, can declare. The most restrictive test requires
approval of the Board of Governors of the Federal Reserve
System ("Federal Reserve Board") if dividends declared exceed
the net profits for that year combined with the net profits
for the preceding two years. The calculation of the amount
available for payment of dividends is based on net profits
determined in accordance with bank regulatory accounting
principles, reduced by the amount of dividends declared. At
December 31, 1994, the cumulative retained net profits for
the years 1994 and 1993 available for distribution as
dividends by Morgan Guaranty in 1994 without approval of the
Federal Reserve Board amounted to approximately $1,440
million.

The Federal Reserve Board may prohibit the payment of
dividends if it determines that circumstances relating to the
financial condition of a bank are such that the payment of
dividends would be an unsafe and unsound practice. Delaware
banking law also places certain limitations on the amount of
dividends that J.P. Morgan Delaware, a subsidiary of J.P.
Morgan and a Delaware state bank, can pay.

Voting Rights. Subject to the voting rights of the Preferred
Stock, all voting rights are vested in the holders of shares
of J.P. Morgan Common Stock, each share being entitled to one
vote.

Preemptive Rights. Holders of J.P. Morgan Common Stock do not
have any preemptive rights to subscribe to any additional
securities that J.P. Morgan may issue.

Non-Assessability. Under Delaware law J.P. Morgan Common
Stock is validly issued, fully paid and non-assessable.

Preferred Stock

General. The Preferred Stock, of which 10,000,000 shares have
been authorized, upon issuance has preference over the Common
Stock with respect to the payment of dividends and the
distribution of assets in the event of liquidation,
dissolution or winding up of J.P. Morgan and such other
rights, preferences and limitations as may be fixed by the
Board of Directors. Dividend provisions, liquidation
preferences, voting rights, if any, sinking fund and
redemption provisions, if any, and conversion and exchange
provisions, if any, also will be fixed by the Board of
Directors. The shares of Series Preferred Stock referred to
in this Prospectus, when issued and paid for, will be validly
issued, fully paid and non-assessable.

Series A Preferred Stock. Adjustable Rate Cumulative
Preferred Stock, Series A. In March 1983, J.P. Morgan issued
2,500,000 shares of Adjustable Rate Cumulative Preferred
Stock, Series A (the "Series A Preferred Stock") of which
2,444,300 shares are currently outstanding. Dividends on the
Series A Preferred Stock are cumulative. If the equivalent of
six quarterly dividends payable on the Series A Preferred
Stock are in arrears in an amount equivalent to dividends for
six full dividend periods (whether or not consecutive), the
number of directors of J.P. Morgan will be increased by two
and the holders of the outstanding Series A Preferred Stock,
voting together as a single class with holders of shares of
any other series preferred stock then outstanding upon which
like voting rights have been conferred and are then
exercisable, will be entitled to elect two additional
directors (the holders of record of Series A Preferred Stock
being entitled to cast 1/10 of one vote) until all dividends
in arrears have been declared and paid or set apart for
payment in full. In the event of liquidation or dissolution,
the holders of shares of Series A Preferred Stock are
entitled to receive a distribution of $100 per share, plus,
in each case, accrued and unpaid dividends to the date of
final distribution.

Except under certain circumstances, shares of Series A
Preferred Stock were not redeemable prior to March 1, 1986.
On or after such date and prior to February 29, 1988, shares
of Series A Preferred Stock were redeemable at the option of
J.P. Morgan, as a whole or in part, at a redemption price per
share of $103.00 and thereafter at $100 per share. The
redemption price set forth above with respect to Series A
Preferred Stock will be increased, in each case, by the
amount of accrued and unpaid dividends thereon to the date
fixed for redemption.

Dividends on the Series A Preferred Stock are
established quarterly by a formula based on the interest
rates of certain actively traded U.S. Treasury obligations.
In no event will the quarterly dividends payable on the
Series A Preferred Stock be less than 5.00% or greater than
11.50% per annum.

Series B, C, D, E and F Preferred Stock. Variable Cumulative
Preferred Stock, Series B, C, D, E and F. In January 1990, as
another series of series preferred stock, J.P. Morgan issued
$250 million, or 250,000 shares, of Variable Cumulative
Preferred Stock, Series B, C, D, E and F (the "Variable
Cumulative Preferred Stock") in five series of 50,000 shares
each - Series B, Series C, Series D, Series E and Series F.
These issues, priced at $1,000 per share, have contingent
voting rights and a liquidation preference of $1,000 per
share, plus accrued and unpaid dividends. Each of the five
series is identical except that the dividend rates and
dividend payment dates vary and separate auctions on
different auction dates are held by each series.

The shares of each of these series of Variable
Cumulative Preferred Stock are redeemable as a whole or in
part (in units of 100 shares), except under certain
conditions, at the option of J.P. Morgan, at a redemption
price of $1,000 per share plus an amount equal to accrued and
unpaid dividends.

Dividends on each series of Variable Cumulative
Preferred Stock are cumulative and are payable generally
every 49 days, subject to certain conditions. The dividend
rates determined by either the Auction Procedures or the
Remarketing Procedures for any Subsequent Dividend Period
will not exceed the Maximum Rate, which is the product of a
percentage ranging from 110% to 200% and the Federal Funds
Rate, the Effective Composite Commercial Paper Rate, the
Effective LIBOR Rate or the U.S. Treasury Rate, depending
upon the prevailing rating of the Shares of Variable
Preferred Stock at such time and the duration of such
Subsequent Dividend Period.

ERISA MATTERS

J.P. Morgan and JPMSI may each be considered a "party in
interest" (within the meaning of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")) or a
"disqualified person" (within the meaning of Section 4975 of
the Code) with respect to employee benefit plans ("Plans")
that are subject to ERISA. The purchase of Debt Securities
by a Plan that is subject to the fiduciary responsibility
provisions of ERISA or the prohibited transaction provisions
of Section 4975 of the Code (including individual retirement
arrangements and other plans described in Section 4975(e)(1)
of the Code) and with respect to which J.P. Morgan, JPMSI or
any of their affiliates is a service provider (or otherwise
is a party in interest or a disqualified person) may
constitute or result in a prohibited transaction under ERISA
or Section 4975 of the Code, unless such Debt Securities are
acquired pursuant to and in accordance with an applicable
exemption, such as Prohibited Transaction Class Exemption
("PTCE") 84-14 (an exemption for certain transactions
determined by an independent qualified professional asset
manager), PTCE 91-38 (an exemption for certain transaction
involving bank collective investment funds) or PTCE 90-1 (an
exemption for certain transaction involving insurance company
pooled separate accounts).

Additionally, ERISA and the Code may place restrictions
on the purchase of Debt Securities by certain investors that
are not Plans. The United States Supreme Court recently
held, in the case of John Hancock Mutual Life Ins. Co. v.
Harris Trust and Savings Bank, 114 S.Ct. 517 (1993), that
under certain circumstances the assets of an insurance
company's general account may be treated as the assets of an
ERISA Plan for purposes of the fiduciary responsibility
provisions of ERISA. Based on the reasoning of the John
Hancock case, it could be argued that if J.P. Morgan or JPMSI
is a party in interest or a disqualified person with respect
to a Plan that has assets invested in the general account of
an insurance company that acquires, holds or invests in Debt
Securities using such general account funds, such acquisition
of, or holding of, or investment in such Debt Securities
might constitute a prohibited transaction for purposes of
Section 4975 of the Code or Section 406 of ERISA.

By its purchase of a Debt Security, each holder will be
deemed to have represented and warranted that the acquisition
and ownership of such Debt Security by such holder will not
constitute a prohibited transaction under ERISA or the Code.
ANY PLANS OR OTHER ENTITIES WHOSE ASSETS INCLUDE PLAN ASSETS
SUBJECT TO ERISA SHOULD CONSULT THEIR ERISA ADVISORS.

EXPERTS

The audited financial statements contained in J.P.
Morgan's Annual Report on Form 10-K for the year ended
December 31, 1994 (included in J.P. Morgan's Annual Report to
Stockholders) are incorporated by reference in this
Prospectus and have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in auditing
and accounting.

No dealer, salesman or
any other person has been DEBT SECURITIES
authorized to give any
representations other
than those contained or
incorporated by reference
in this Prospectus in
connection with the offer
contained in this
Prospectus, and, if given
or made, such information
or representations must
not be relied upon as
having been authorized by
J.P. Morgan or by JPMSI.
This Prospectus shall not
constitute an offer to
sell or a solicitation of
an offer to buy any of
the securities offered
hereby in any J.P. MORGAN & CO.
jurisdiction to any INCORPORATED
person to whom it is
unlawful to make such
offer or solicitation in
such jurisdiction. The
delivery of this
Prospectus at any time
does not imply that the
information herein is
correct as of any time
subsequent to the date
hereof.

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

TABLE OF CONTENTS
Page
----
Available Information............ 2
Incorporation of Certain
Documents by Reference......... 2
J.P. Morgan & Co. Incorporated... 3
Description of Debt Securities
Under the 1973 Indenture........ 6 J.P. MORGAN SECURITIES
Description of Debt Securities INC.
Under the 1982 Indenture........ 7
Description of Debt Securities
Under the 1986 Indenture........ 12
Description of Debt Securities
Under the 1993 Indenture........ 18
Same-Day Funds Settlement System. 23
Description of Capital
Securities...................... 24
ERISA Matters.................... 26
Experts.......................... 27

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 15. 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 written request of the Registrant as directors, officers,
employees or agents of another corporation or enterprise, including Morgan
Guaranty, 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.

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 purchase 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 the 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 in 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.

Item 16. Exhibits.

1(a)(1) - Form of Underwriting Agreement (including form of Delayed
Delivery Contract) for Subordinated Debt (previously filed as an exhibit to
Registration Statement No. 33-45651 and incorporated by reference herein).

1(a)(2) - Form of Underwriting Agreement (including form of Delayed
Delivery Contract) for Debt (previously filed as an exhibit to Registration
Statement No. 33-49049 and incorporated by reference herein).

1(a)(3)* - Form of Underwriting Agreement for Series Preferred Stock,
Depositary Shares and Preferred Stock Warrants.

1(a)(4)* - Form of Underwriting Agreement for Currency Warrants.

1(b)(1) - Form of Purchase Agreement for Subordinated Debt (previously
filed as an exhibit to Registration Statement No. 33-45651 and incorporated
by reference herein).

1(b)(2) - Form of Purchase Agreement for Debt (previously filed as an
exhibit to Registration Statement No. 33-49049 and incorporated by
reference herein).

1(c)(1) - Form of Selling Agent Agreement for Subordinated Debt (previously
filed as an exhibit to Registration Statement No. 33-45651 and incorporated
by reference herein).

1(c)(2) - Form of Selling Agent Agreement for Debt (previously filed as an
exhibit to Registration Statement No. 33-49049 and incorporated by
reference herein).

3(a)* - Restated Certificate of Incorporation of J.P. Morgan & Co.
Incorporated, as amended.

3(b)* - By-Laws of J.P. Morgan & Co. Incorporated as amended through
December 11, 1991.

4(a)(1) - Indenture dated as of March 1, 1993, between J.P. Morgan & Co.
Incorporated and First Trust of New York, as Sucessor Trustee to Citibank,
N.A., (previously filed as an exhibit to Registration Statement No.
33-45651 and incorporated by reference herein).

4(a)(2) - Indenture dated as of August 15, 1982, between J.P. Morgan & Co.
Incorporated and Chemical Bank (formerly Manufacturers Hanover Trust
Company), as Trustee (incorporated herein by reference to J.P. Morgan's
Current Report on Form 8-K, dated February 7, 1986, filed pursuant to
Section 13 of the Securities Exchange Act of 1934 (the "Act"), and
previously filed as an exhibit to Registration Statement No. 33-49049 and
incorporated by reference herein).

4(a)(3) - Form of First Supplemental Indenture dated as of May 5, 1986
between J.P. Morgan & Co. Incorporated and Chemical Bank (formerly
Manufacturers Hanover Trust Company), as Trustee, (incorporated herein by
reference to J.P. Morgan's Current Report on Form 8-K, dated August 13,
1986, filed pursuant to Section 13 of the Act, and previously filed as an
exhibit to Registration Statement No. 33-49049 and incorporated by
reference herein).

4(a)(4)* - Form of Certificate of Designations for Series Preferred Stock.

4(a)(5)* - Form of Certificate for Shares of Series Preferred Stock.

4(a)(6)* - Form of Deposit Agreement.

4(a)(9) - Indenture dated as of November 11, 1973 between J.P. Morgan & Co.
Incorporated and The Bank of New York, as Trustee (previously filed as an
exhibit to Registration Statement No. 2-49280 and incorporated herein by
reference).

4(a)(10) - Indenture dated as of December 1, 1986 between J.P. Morgan & Co.
Incorporated and First Trust of New York, as Sucessor Trustee to Citibank,
N.A., (incorporated herein by reference to J.P. Morgan's Current Report on
Form 8-K, dated April 12, 1989, filed pursuant to Section 13 of the Act,
and previously filed as an exhibit to Registration Statement No. 33-10807
and incorporated by reference herein).

4(a)(11) - Form of First Supplemental Indenture dated as of May 12, 1992
between J.P. Morgan & Co. Incorporated and First Trust of New York, as
Sucessor Trustee to Citibank, N.A., (previously filed as an exhibit to
Registration Statement No. 33-45651 and incorporated by reference herein).

4(b)(1) - Form of Security (Subordinated Note) (previously filed as an
exhibit to Registration Statement No. 33-45651 and incorporated by
reference herein).

4(b)(2) - Form of Security (Note) (previously filed as an exhibit to
Registration Statement No. 33-49049 and incorporated by reference herein).

4(c)(1) - Form of Security (Subordinated Debenture) (previously filed as an
exhibit to Registration Statement No. 33-45651 and incorporated by
reference herein).

4(c)(2) - Form of Security (Debenture) (previously filed as an exhibit to
Registration Statement No. 33-49049 and incorporated by reference herein).

4(d)(1) - Form of Security (Discount Subordinated Security) (previously
filed as an exhibit to Registration Statement No. 33-45651 and incorporated
by reference herein).

4(d)(2) - Form of Security (Discount Security) (previously filed as an
exhibit to Registration Statement No. 33-49049 and incorporated by
reference herein).

4(e)(1) - Form of Security (Zero Coupon Subordinated Security) (previously
filed as an exhibit to Registration Statement No. 33-45651 and incorporated
by reference herein).

4(e)(2) - Form of Security (Zero Coupon Security) (previously filed as an
exhibit to Registration Statement No. 33-49049 and incorporated by
reference herein).

4(f)(1) - Form of Security (Extendible Subordinated Note) (previously filed
as an exhibit to Registration Statement No. 33-45651 and incorporated by
reference herein).

4(f)(2) - Form of Security (Extendible Note) (previously filed as an
exhibit to Registration Statement No. 33-49049 and incorporated by
reference herein).

4(g) - Form of Debt Warrant Agreement (previously filed as an exhibit to
Registration Statement No. 33-45651 and incorporated by reference herein).

4(h) - Form of Debt Warrant (included as Exhibit A to form of Warrant
Agreement) (previously filed as an exhibit to Registration Statement No.
33-45651 and incorporated by reference herein).

4(i)* - Form of Preferred Stock Warrant Agreement.

4(j)* - Form of Preferred Stock Warrant (included as Exhibit A to form of
Preferred Stock Warrant Agreement).

4(k)* - Form of Currency Warrant Agreement.

4(l)* - Form of Currency Warrant (included as Exhibit A to form of Currency
Warrant Agreement).

5* - Opinion of Margaret M. Foran.

12.3* - Computation of Consolidated Ratio of Earnings to Fixed Charges and
Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred
Stock Dividends.

12.4 - Computation of Consolidated Ratio of Earnings to Fixed Charges and
Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred
Stock Dividends for the three months ended March 31, 1995.

23(a) - Consent of Price Waterhouse LLP.

(b)* - Consent of Margaret M. Foran (included in Exhibit 5).

24* - Powers of Attorney.

25.2* - Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of First Trust of New York.

25.4 - Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Bank of New York (previously filed and an
exhibit to Registration Statement No. 2-49280 and incorporated by reference
herein).

- ---------------------------
* Previously filed.

Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
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, as amended;

(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; and

(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 the Registration Statement.

provided, however, that subparagraphs (i) and (ii) do not apply if the
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, as amended, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
Securities offered herein, 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.

The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as amended,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities and Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the Securities offered herein,
and the offering of such Securities at that time shall be deemed to be the
initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
under Item 15 of this Registration Statement, 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
such Act 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 such Act and will be governed by the final
adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 2 to this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in The City of
New York and State of New York, on this 19th day of April, 1995.

J.P. MORGAN & CO. INCORPORATED

By Margaret M. Foran /s/
---------------------
Margaret M. Foran
(Vice President, Assistant Secretary and
Assistant General Counsel)

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 2 to this Registration Statement has been
signed below by the following persons in the capacities indicated.

Signature Title Date
- --------- ----- ----

DOUGLAS A. WARNER III* Chairman of the Board, April 19, 1995
(Douglas A. Warner III) President and Director
(Principal Executive Officer)

MARTIN FELDSTEIN* Director April 19, 1995
(Martin Feldstein)

HANNA H. GRAY* Director April 19, 1995
(Hanna H. Gray)

JAMES R. HOUGHTON* Director April 19, 1995
(James R. Houghton)

JAMES L. KETELSEN* Director April 19, 1995
(James L. Ketelsen)

WILLIAM S. LEE* Director April 19, 1995
(William S. Lee)

ROBERTO G. MENDOZA* Vice Chairman of April 19, 1995
(Roberto G. Mendoza) the Board and Director

LEE R. RAYMOND* Director April 19, 1995
(Lee R. Raymond)

RICHARD D. SIMMONS* Director April 19, 1995
(Richard D. Simmons)

JOHN G. SMALE* Director April 19, 1995
(John G. Smale)

KURT F. VIERMETZ* Vice Chairman of April 19, 1995
(Kurt F. Viermetz) the Board and Director

RODNEY B. WAGNER* Vice Chairman of April 19, 1995
(Rodney B. Wagner) the Board and Director

DENNIS WEATHERSTONE* Director April 19, 1995
(Dennis Weatherstone)

DOUGLAS C. YEARLEY* Director April 19, 1995
(Douglas C. Yearley)

JAMES T. FLYNN* Chief Financial Officer April 19, 1995
(James T. Flynn) (Principal Financial and
Accounting Officer)

*By: Margaret M. Foran/s/ April 19, 1995
---------------------
(Margaret M. Foran, Attorney-in-Fact)

<PAGE> 1

<TABLE>
Exhibit 12

Computation of Ratio of Earnings to Fixed Charges
J.P. Morgan & Co. Incorporated
Consolidated
_____________________________________________________________________
<CAPTION>
Dollars in millions Three months
1995
_____________________________________________________________________
<S> <C>
Earnings:
Net income $255
Add: income taxes 131
Less: equity in undistributed income of all affiliates
accounted for by the equity method 4
Add: fixed charges, excluding interest on deposits 1,359
_____________________________________________________________________
Earnings available for fixed charges, excluding
interest on deposits 1,741
Add: interest on deposits 619
_____________________________________________________________________
Earnings available for fixed charges, including
interest on deposits 2,360
_____________________________________________________________________
Fixed charges:
Interest expense, excluding interest on deposits 1,351
Interest factor in net rental expense 8
_____________________________________________________________________
Total fixed charges, excluding interest on deposits 1,359
Add: interest on deposits 619
_____________________________________________________________________
Total fixed charges, including interest on deposits 1,978
_____________________________________________________________________
Ratio of earnings to fixed charges:
Excluding interest on deposits 1.28
Including interest on deposits 1.19
_____________________________________________________________________

</TABLE>
<PAGE> 2

<TABLE>
Exhibit 12

Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
J.P. Morgan & Co. Incorporated
Consolidated
_______________________________________________________________________________
<CAPTION>
Dollars in millions Three months
1995
_______________________________________________________________________________
<S> <C>
Earnings:
Net income $ 255
Add: income taxes 131
Less: equity in undistributed income of all affiliates
accounted for by the equity method 4
Add: fixed charges, excluding interest on deposits
and preferred stock dividends 1,359
_______________________________________________________________________________
Earnings available for fixed charges, excluding
interest on deposits 1,741
Add: interest on deposits 619
_______________________________________________________________________________
Earnings available for fixed charges, including
interest on deposits 2,360
_______________________________________________________________________________
Fixed charges:
Interest expense, excluding interest on deposits 1,351
Interest factor in net rental expense 8
Preferred stock dividends 9
_______________________________________________________________________________
Total fixed charges, excluding interest on deposits 1,368
Add: interest on deposits 619
_______________________________________________________________________________
Total fixed charges, including interest on deposits 1,987
_______________________________________________________________________________
Ratio of earnings to fixed charges:
Excluding interest on deposits 1.27
Including interest on deposits 1.19
_______________________________________________________________________________

</TABLE>

Exhibit 23(a)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Post-Effective Amendment No.
2 to the Registration Statement on Form S-3 (No. 33-55851) of our
report dated January 11, 1995 appearing on page 41 of J.P. Morgan
& Co. Incorporated's Annual Report on Form 10-K for the year
ended December 31, 1994 (included in J.P. Morgan & Co.
Incorporated's Annual Report to Stockholders). We also consent to
the reference to us under the heading "Experts" in such
Prospectus.

PRICE WATERHOUSE LLP
New York, New York
April 19, 1995