Pricing Supplement No. 86 Dated April 22, 1998
(To Prospectus Supplement dated December 1, 1997
and Prospectus dated November 24, 1997)
Pursuant to Rule 424(b)(3)
Registration Statement No. 333-40447
J.P. Morgan & Co. Incorporated
Medium-Term Notes, Series A
Subordinated Debt Securities
(Fixed Rate Notes)
Principal Amount: $50,000,000
If principal amount is stated in other than
U.S. dollars, equivalent amount in U.S. dollars: N/A
CUSIP: 61688A AV0
Trade Date: April 22, 1998
Settlement Date: May 11, 1998
Maturity Date: May 11, 2005
Price to Public (Issue Price): 100%
Net Proceeds to Issuer: 98.35% ($49,175,000)
Interest Rate (per annum): 6.00% including interest from
May 11, 1998
Interest Payment Date(s): Monthly on the 11th of each
month, commencing June 11, 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 May 11,
2000. The Notes may be redeemed at the option of the Company
upon at least 10 calendar days notice, in whole but not in
part, on May 11, 2000 and semi-annually thereafter on each
November 11 and May 11 (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): May 11, 2000 and semi-annually
thereafter on each November 11 and May 11 (subject to
Business Day convention described in the Prospectus
Supplement)
Initial Redemption Date: May 11, 2000 (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 March 31, 1998 the amount of
indebtedness constituting Senior Indebtedness was
approximately $16.7 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 98.35% of the
principal amount of the Notes. JPMSI, acting as the
Company's agent, will in turn sell $20,000,000 aggregate
principal amount of the Notes to Merrill Lynch, Pierce,
Fenner & Smith Incorporated and $5,000,000 aggregate
principal amount of the Notes to Morgan Stanley & Co.
Incorporated at a price of 98.35% of the principal amount
of the Notes.
The Company has agreed to indemnify JPMSI, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Morgan
Stanley & Co. Incorporated against certain 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.
