Pricing Supplement No. 42 Dated May 13, 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: $100,000,000
If principal amount is stated in other than
U.S. dollars, equivalent amount in U.S. dollars: N/A
CUSIP: 61688A AH1
Trade Date: May 13, 1997
Settlement Date: May 21, 1997
Maturity Date: May 15, 2027
Price to Public (Issue Price): 9.17%
Net Proceeds to Issuer: $8,920,000
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: May 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 May 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 May 15
beginning May 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
Repemption Percentage
Date
May-15-2007 20.334%
May-15-2008 22.020%
May-15-2009 23.846%
May-15-2010 25.822%
May-15-2011 27.963%
May-15-2012 30.281%
May-15-2013 32.791%
May-15-2014 35.510%
May-15-2015 38.454%
May-15-2016 41.642%
May-15-2017 45.094%
May-15-2018 48.832%
May-15-2019 52.880%
May-15-2020 57.264%
May-15-2021 62.011%
May-15-2022 67.152%
May-15-2023 72.719%
May-15-2024 78.747%
May-15-2025 85.275%
May-15-2026 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: $90,830,000
Yield to Maturity: 8.1293% semi-annual
Interest Accrual Date: May 21, 1997
Initial Accrual Period OID: $360,304
Amortization Schedule: N/A
Denominations: $1,000 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.
