Pricing Supplement No. 2 Dated March 8, 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
(Fixed Rate Notes)
Principal Amount: $25,000,000
If principal amount is stated in other than
U.S. dollars, equivalent amount in U.S. dollars: N/A
CUSIP: 61687Y AB3
Trade Date: March 8, 1996
Settlement Date: March 15, 1996
Maturity Date: March 15, 2001
Price to Public (Issue Price): 100%
Net Proceeds to Issuer: 99.915%
Interest Rate (per annum): 6.25%
Interest Payment Date(s): March 15 and September 15; commencing
September 15, 1996
Record Date(s): (X) March 1 and September 1 of each year
( ) Other:
Day Count Basis: (X) 30/360
( ) Actual
Form: (X) Book-Entry Note (DTC)
( ) Certificated Note
Redemption:
(X) The Notes may not be redeemed prior to stated maturity.
( ) The Notes may be redeemed prior to maturity.
Optional Redemption Date(s):
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction:
Modified Payment Upon Acceleration:
Sinking Fund: None
Right of Payment:
( ) Subordinated (X) Unsubordinated
Original Issue Discount: N/A
Amount of OID:
Yield to Maturity:
Interest Accrual Date:
Initial Accrual Period OID:
Amortization Schedule: N/A
Denominations: $1,000 with $1,000 integral multiples thereafter
Plan of Distribution:
The Company, through J.P. Morgan Securities Inc. ("JPMSI") acting
as the Company's agent, will sell the Notes in their entirety to Smith
Barney Inc. (the "Agent") at a price of 99.915% of the principal amount
of the Notes.
The Company has agreed to indemnify JPMSI and 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 SUPPLEMENTOR THE PROSPECTUS SHALL HAVE THE MEANINGS
ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
