Pricing Supplement No. 39 Dated April 30, 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 BH9
Trade Date: April 30, 1997
Settlement Date: May 21, 1997
Maturity Date: May 21, 2002
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: 99.95%
Interest Rate (per annum): For the period up to but excluding May
21, 1998 the interest rate on the Notes will be 3-month LIBOR +
0.85%. Intermediation calculations rounded to five decimal
places; Coupon rounded to three decimal places. Thereafter, the
Notes will bear interest at the rate of 7.50% per annum, unless
the Notes are redeemed by the Company.
Interest Rate Basis:
( ) Commercial Paper Rate ( ) Federal Funds Rate
( ) LIBOR (Reuters) ( ) Treasury Rate Note
(X) LIBOR (Telerate)* ( ) Other:
( ) Prime Rate
* For the period up to but excluding May 21, 1998. From and
including May 21, 1998, the interest rate on the Notes will be
fixed at 7.50% unless redeemed by the Company
Interest Payment Date(s): May 21, August 21, November 21 and
February 21 of each year, commencing August 21, 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, up to but excluding May 21, 1998 (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: 21st of each August, November, February and May
(whether or not a Business Day) commencing August 21, 1997 up
through and including February 21, 1998; from and including May
21, 1998, the interest rate on the Notes will be fixed at 7.50%
unless redeemed by the Company.
Interest Calculation:
(X) Regular Floating Rate
( ) Inverse Floating Rate (Fixed Interest Rate: ___%)
( ) Other Floating Rate (See attached)
Spread (plus/minus): +.85% Spread Multiplier: N/A
Index Maturity: 3 months Index Currency: N/A
Maximum Interest Rate: N/A 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: $1,000,000 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 May 21, 1998. 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 May 21,
1998 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): May 21, 1998 and each Interest
Payment Date thereafter (subject to Business Day convention
described in the Prospectus Supplement)
Initial Redemption Date: May 21, 1998 (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.
