Pricing Supplement No. 28 Dated December 4,
1996 (To Prospectus Supplement dated February
20, 1996 and Prospectus dated January 31, 1996)
Pursuant to Rule 424(b)(2)
Registration Statement No. 33-64193
J.P. Morgan & Co. Incorporated
Medium-Term Notes, Series A
(Floating Rate Notes)
Principal Amount: $10,000,000
CUSIP: 61687Y AZ0
Trade Date: December 4, 1996
Settlement Date: December 20, 1996
Maturity Date: December 20, 2006
If principal amount is other than U.S. dollars,
equivalent in U.S. dollars: N/A
Exchange Agent: N/A
Price to Public (Issue Price): 100%
Net Proceeds to Issuer: 99.98%
Interest Rate (per annum): 3-month LIBOR + 0.33%, subject to
a Maximum Interest Rate of 9.5%.
Intermediation calculations rounded to five decimal places;
Coupon rounded to three decimal places.
Interest Rate Basis:
( ) Commercial Paper Rate ( ) Federal Funds Rate
( ) LIBOR (Reuters) ( ) Treasury Rate Note
(X) LIBOR (Telerate) ( ) Other:
( ) Prime Rate
Interest Payment Date(s): March 20, June 20, September 20 and
December 20 of each year, commencing March 20, 1997
Record Date(s): (X) The fifteenth day (whether or not a Business Day)
next preceding each Interest Payment Date.
( ) Other
Initial Interest Rate Per Annum: Rate on the second Business
Day preceding the Settlement Date.
Interest Payment Period: ( ) Annual ( ) Semi-Annual
( ) Monthly (X) Quarterly (Actual/360 with no adjustment to period
end date for calculation purposes.)
Interest Reset Periods:
( ) Daily ( ) Weekly ( ) Monthly
(X) Quarterly (Actual/360 with no adjustment to period end
date for calculation purposes.)
( ) Semi-annually; the third Wednesday of :
( ) Annually; the third Wednesday of:
Interest Determination Dates, if other than stated in the Prospectus
Supplement: Second Business Day preceding the Interest Reset Date.
Interest Reset Date if other than stated in the Prospectus
Supplement: 20th of each March, June, September and December
(whether or not a Business Day) beginning March 20, 1997.
Interest Calculation:
(X) Regular Floating Rate
( ) Inverse Floating Rate (Fixed Interest Rate: ___%)
( ) Other Floating Rate (See attached)
Spread (plus/minus): +.33% Spread Multiplier: N/A
Index Maturity: 3 months Index Currency: N/A
Maximum Interest Rate: 9.50% Minimum Interest Rate: 0.00%
Calculation Date if other than stated in the Prospectus
Supplement: N/A
Right of Payment:
( ) Subordinated (X) Unsubordinated
Day Count Basis: (X) Actual/360 with no adjustment to period
end date for calculation purposes
(Commercial Paper Rate Notes,
Federal Funds Rate Notes,
Prime Rate Notes and LIBOR Notes)
( ) Actual (Treasury Rate Notes)
Form: (X) Book-Entry Note (DTC)
( ) Certificated Note
Denomination: $250,000 with $5,000 integral multiples
thereafter.
Redemption:
( ) The Notes may not be redeemed prior to stated maturity.
(X) The Notes may not be redeemed prior to December 20, 1999.
The notes may be redeemed at the option of the Company upon at
least 15 calendar days notice, in whole but not in part, on
December 20, 1999 and each Interest Payment Date thereafter
(subject to Business Day convention described in the Prospectus
Supplement) at 100% of the principal amount thereof together
with accrued interest to the date fixed for redemption.
Optional Redemption Date(s): December 20, 1999 and each
Interest Payment Date thereafter (subject to Business Day
convention described in the Prospectus Supplement)
Initial Redemption Date: December 20, 1999 (subject to Business
Day convention described in the Prospectus Supplement)
Initial Redemption Percentage: See above
Annual Redemption Percentage Reduction: N/A
Modified Payment Upon Acceleration: N/A
Repayment Date Prices: N/A
Sinking Fund: None
Extendible Note: ( ) Yes (X) No
Amortization Schedule: N/A
Original Issue Discount: N/A
Amount of OID:
Yield to Maturity:
Interest Accrual Date:
Initial Accrual Period OID:
Indexed Note: ( ) Yes (X) No
Calculation Agent(s): (X) First Trust of New York, National
Association
( ) Morgan Guaranty Trust Company of New York
Plan of Distribution:
J.P. Morgan Securities Inc. has acted as Agent on behalf
of the Company.
The Company has agreed to indemnify the Agent against certain
liabilities, including liabilities under the Securities Act of
1933, as amended.
Additional Terms:
CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE
DEFINED IN THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS SHALL
HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS.
