Pricing Supplement No. 54 Dated September 29, 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
(Fixed Rate Notes)
Principal Amount: $200,000,000
If principal amount is stated in other than
U.S. dollars, equivalent amount in U.S. dollars: N/A
CUSIP: 61687Y BU0
Trade Date: September 29, 1997
Settlement Date: October 2, 1997
Maturity Date: October 2, 2000
Price to Public (Issue Price): 100.0%
Net Proceeds to Issuer: 99.784%
Interest Rate (per annum): 6.125%
Interest Payment Date(s): April 2 and October 2 of each year,
commencing April 2, 1998.
Record Date(s): ( ) March 1 and September 1 of each year
(X ) Other: 15 calendar days prior
to the interest payment dates
Day Count Basis: (X) 30/360 (with no adjustment to period
end date for calculation purposes)
( ) 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): N/A
Initial Redemption Date: N/A
Initial Redemption Percentage: N/A
Annual Redemption Percentage Reduction: N/A
Modified Payment Upon Acceleration: N/A
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: $250,000 minimum with $1,000 integral multiples thereafter
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.
