AMENDMENT NO. 1, DATED JUNE 23, 1997
Pricing Supplement No. 44 Dated June 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
Subordinated Debt Securities
(Zero Coupon Notes)
Principal Amount: $250,000,000
If principal amount is stated in other than
U.S. dollars, equivalent amount in U.S. dollars: N/A
CUSIP: 61688A AJ7
Trade Date: June 6, 1997
Settlement Date: June 18, 1997
Maturity Date: June 18, 2027
Price to Public (Issue Price): 9.169%
Net Proceeds to Issuer: $22,297,500
Interest Rate (per annum): 0%
Interest Payment Date(s): Accrued Original Issue Discount
will be paid upon maturity or upon redemption of the Notes
at the option of the Issuer.
Record Date(s): ( ) March 1 and September 1 of each year
(X) Other: June 3 of each year.
Day Count Basis: (X) 30/360
( ) Actual
Form: ( X) Book-Entry Note (DTC)
( ) Certificated Note
Redemption:
( ) The Notes may not be redeemed prior to stated maturity.
( X) The Notes may not be redeemed prior to June 18, 2007. Thereafter,
they may be redeemed at the option of the Issuer upon at least 20
calendar days notice, in whole but not in part, on each June 18
beginning June 18, 2007 at a redemption price equal to the principal
amount of the Notes multiplied by the call Percentage relating to such
Optional Redemption date
as set forth below:
Optional Call
Redemption Percentage
Date
June 18--2007 20.334%
June 18--2008 22.020%
June 18--2009 23.846%
June 18--2010 25.822%
June 18--2011 27.963%
June 18--2012 30.281%
June 18--2013 32.791%
June 18--2014 35.510%
June 18--2015 38.454%
June 18--2016 41.642%
June 18--2017 45.094%
June 18--2018 48.832%
June 18--2019 52.880%
June 18--2020 57.264%
June 18--2021 62.011%
June 18--2022 67.152%
June 18--2023 72.719%
June 18--2024 78.747%
June 18--2025 85.275%
June 18--2026 92.345%
Sinking Fund: None
Right of Payment:
(X ) Subordinated ( ) Unsubordinated
The Notes are subordinate in right of
payment to Senior Indebtedness and, in
certain circumstances relating to the
bankruptcy or insolvency of the Company,
to Derivative Obligations of the Company.
At March 31, 1997 the amount of
indebtedness constituting Senior
Indebtedness was approximately $7.5
billion and the amount of Derivative
Obligations was immaterial.
Original Issue Discount: $227,077,500
Yield to Maturity: 8.125% semi-annual
Interest Accrual Date: June 18, 1997
Initial Accrual Period OID: $931,247.19
Amortization Schedule: N/A
Denominations: $1,000 with $1,000 integral multiples thereafter.
Plan of Distribution:
The Company, will sell the Notes to J.P. Morgan Securities Inc.
("JPMSI") at a price of 8.919% of the principal amount of the Notes.
The Company has agreed to indemnify JPMSI 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.
