Pricing Supplement No. 32 Dated February 6,
1997 (To Prospectus Supplement dated February
20, 1996 and Prospectus dated January 31, 1996)
Pursuant to Rule 424(b)(3)
Registration Statement No. 33-64193
J.P. Morgan & Co. Incorporated
Medium-Term Notes, Series A
(Floating Rate Notes)
Principal Amount: $5,000,000
CUSIP: 61687Y BC0
Trade Date: February 6, 1997
Settlement Date: February 26, 1997
Maturity Date: February 26, 2007
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): 100.0%
Net Proceeds to Issuer: 99.90%
Interest Rate (per annum): 3-month LIBOR + 0.50%, subject to
a Maximum Interest Rate of 9.00%.
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):February 26, May 26, August 26 and
November 26 of each year, commencing May 26, 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 (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 ( ) 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: Quarterly; February 26, May 26, August 26 and
November 26 of each year, (whether or not a Business Day)
commencing February 26, 1997.
Interest Calculation:
(X) Regular Floating Rate
( ) Inverse Floating Rate (Fixed Interest Rate: ___%) (
) Other Floating Rate (See attached)
Spread (plus/minus): +.50% Spread Multiplier: N/A
Index Maturity: 3 months Index Currency: N/A
Maximum Interest Rate: 9.00% 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 February 26, 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
February 26, 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): February 26, 1999 and each
Interest Payment Date thereafter (subject to Business Day
convention described in the Prospectus Supplement)
Initial Redemption Date: February 26, 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.
