*AMENDED MARCH 29, 1996*
Pricing Supplement No. 5 Dated March 18, 1996
(To Prospectus Supplement dated February 20, 1996 Pursuant to Rule 424(b)(3)
and Prospectus dated January 31, 1996) Registration Statement
No. 33-64193
J.P. Morgan & Co. Incorporated
Medium-Term Notes, Series A
(Floating Rate Notes)
Principal Amount: $15,000,000
CUSIP: 61687Y AD9
Trade Date: March 18, 1996
Settlement Date: April 12, 1996
Maturity Date: April 12, 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 + 0.40%; 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): January 12, April 12, July 12, and
October 12 of each year; commencing on July 12, 1996
Record Date(s): ( ) The fifteenth day (whether or not a Business Day)
next preceding each Interest Payment Date.
( X ) Other : January 1, April 1, July 1, and October 1
of each year.
Initial Interest Rate Per Annum: Rate on the second Business Day
preceding the Settlement Date.
Interest Payment Period: ( ) Annual
( ) Semi-Annual
( ) Monthly
( X ) Quarterly (30/360 with no adjustment to period
end date for calculation purposes.)
Interest Reset Periods:
( ) Daily
( ) Weekly
( ) Monthly
( X ) Quarterly (30/360 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: 12th of each January, April, July and October
beginning April 12, 1996 whether or not a Business Day.
Interest Calculation:
( X ) Regular Floating Rate
( ) Inverse Floating Rate (Fixed Interest Rate: ___%)
( ) Other Floating Rate (See attached)
Spread (plus/minus): +.40% Spread Multiplier: N/A
Index Maturity: 3 months Index Currency: N/A
Maximum Interest Rate: 10.00% 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 ) 30/360 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 April 12, 1999.
Thereafter, they may be redeemed at the option of the Company
upon at least 20 calendar days notice, in whole but not in part,
quarterly on each January 12, April 12, July 12, and October 12,
beginning on April 12, 1999, at 100% of the principal amount
thereof together with accrued interest to the date fixed for
redemption.
Optional Redemption Date(s): See above.
Initial Redemption Date: April 12, 1999
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.
