Amendment No. 1 to
Pricing Supplement No. 33 Dated February 19, 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: $750,000,000
If principal amount is stated in other than
U.S. dollars, equivalent amount in U.S. dollars: N/A
CUSIP: 61688AAF5
Trade Date: February 19, 1997
Settlement Date: February 26, 1997
Maturity Date: April 15, 2027
Price to Public (Issue Price): 10.165%
Net Proceeds to Issuer: $74,400,000
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: April 1 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 April 15, 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 April
15 beginning April 15, 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
April-15-2007 21.937%
April-15-2008 23.666%
April-15-2009 25.531%
April-15-2010 27.543%
April-15-2011 29.713%
April-15-2012 32.054%
April-15-2013 34.580%
April-15-2014 37.305%
April-15-2015 40.245%
April-15-2016 43.416%
April-15-2017 46.837%
April-15-2018 50.528%
April-15-2019 54.510%
April-15-2020 58.805%
April-15-2021 63.439%
April-15-2022 68.438%
April-15-2023 73.831%
April-15-2024 79.649%
April-15-2025 85.925%
April-15-2026 92.696%
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 December 31, 1996 the amount of
indebtedness constituting Senior
Indebtedness was approximately $9.4
billion and the amount of Derivative
Obligations was immaterial.
Original Issue Discount: $673,762,500
Yield to Maturity: 7.88% annual
Interest Accrual Date: February 26, 1997
Initial Accrual Period OID: $817,690
Amortization Schedule: N/A
Denominations: $10,000 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 9.92% of the principal amount of the Notes.
JPMSI, acting as the Company's agent, will in turn sell $250,000,000
aggregate principal amount of the Notes to PaineWebber Incorporated at
a price of 9.92% of the principal amount of the Notes.
The Company has agreed to indemnify JPMSI and PaineWebber
Incorporated 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.
