Pricing Supplement No. 59 Dated November 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
(Fixed Rate Notes)
Principal Amount: $58,000,000
If principal amount is stated in other than
U.S. dollars, equivalent amount in U.S. dollars: N/A
CUSIP: 61688A AR9
Trade Date: November 19, 1997
Settlement Date: December 4, 1997
Maturity Date: December 15, 2017
Price to Public (Issue Price): 100%
Net Proceeds to Issuer: 97.75%
Interest Rate (per annum): 7.00%
Interest Payment Date(s): Semi-annually on the 15th of
December and June of each year, commencing June 15, 1998
(subject to Business Day convention described in the
Prospectus Supplement).
Record Date(s): ( X ) The fifteenth day (whether or not
a Business Day) next preceding each Interest Payment Date.
( ) Other:
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 December 15,
2001. 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 December 15, 2001 and semi-annually thereafter on
each June 15 and December 15 (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. Upon redemption
by the Company, neither party shall have further payment
obligations to the other under the terms of this
transaction.
Optional Redemption Date(s): December 15, 2001 and semi-
annually thereafter on each June 15 and December 15 (subject
to Business Day convention described in the Prospectus
Supplement)
Initial Redemption Date: December 15, 2001 (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
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 September 30, 1997 the
amount of indebtedness constituting Senior Indebtedness was
approximately $9.4 billion and the amount of Derivative
Obligations was immaterial.
Original Issue Discount: N/A
Amount of OID: N/A
Yield to Maturity: N/A
Interest Accrual Date: N/A
Initial Accrual Period OID: N/A
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 97.75% of the
principal amount of the Notes. JPMSI, acting as the
Company's agent, will in turn sell $58,000,000 aggregate
principal amount of the Notes to Smith Barney Inc.,
PaineWebber Incorporated and Prudential Securities
Incorporated at a price of 97.75% of the principal amount of
the Notes.
The Company has agreed to indemnify JPMSI, Smith Barney
Inc., PaineWebber Incorporated and Prudential Securities
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.
