Pricing Supplement No. 81 Dated March 27, 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
(Floating Rate Notes)
Principal Amount: $200,000,000
CUSIP: 61687Y CP0
Trade Date: March 27, 1998
Settlement Date: April 1, 1998
Maturity Date: April 3, 2000
If principal amount is other than
U.S. dollars, equivalent in U.S. dollars: N/A
Exchange Agent: N/A
Price to Public (Issue Price): Varying prices relating to
prevailing market prices
Net Proceeds to Issuer: $199,771,220 (99.88561%)
Interest Rate (per annum): 3-month LIBOR minus 5.0 basis points.
Interest Rate Basis:
( ) Commercial Paper Rate ( ) Federal Funds Rate
( ) LIBOR (Reuters) ( ) Treasury Rate Note
(X) LIBOR (Telerate) ( ) Other:
( ) Prime Rate
Interest Payment Date(s): July 3, October 3, January 3, and
April 3 of each year, commencing July 3, 1998.
Record Date(s): ( X ) The fifteenth day (whether or not a
Business Day) next preceding each Interest Payment Date.
( ) Other:
Initial Interest Rate Per Annum: Determined on the second London
Banking Day preceding the Settlement Date.
Interest Payment Period: ( ) Annual ( ) Semi-Annual
( ) Monthly ( X ) Quarterly
Interest Reset Periods:
( ) Daily ( ) Weekly ( ) Monthly
( X ) Quarterly
( ) Semi-annually; the third Wednesday of :
( ) Annually; the third Wednesday of:
Interest Determination Dates, if other than stated in the
Prospectus Supplement: Second London Banking Day preceding the
Interest Reset Date.
Interest Reset Date if other than stated in the Prospectus
Supplement: July 3, October 3, January 3, and April 3 of each
year, commencing July 3, 1998 (subject to Business Day convention
described in the Prospectus Supplement).
Interest Calculation:
(X) Regular Floating Rate
( ) Inverse Floating Rate (Fixed Interest Rate: ___%)
( ) Other Floating Rate (See attached)
Spread (plus/minus): minus 5.0 basis points Spread Multiplier: N/A
Index Maturity: 3 month Index Currency: N/A
Maximum Interest Rate: N/A Minimum Interest Rate: N/A
Calculation Date if other than stated in the Prospectus
Supplement: N/A
Right of Payment:
( ) Subordinated (X) Unsubordinated
Day Count Basis: ( ) 30/360 (Commercial Paper Rate Notes,
Federal Funds Rate Notes, Prime
Rate Notes and LIBOR Notes)
(X) Actual/360
Form: (X) Book-Entry Note (DTC)
( ) Certificated Note
Denomination: $250,000 with $50,000 integral multiples
thereafter.
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
Repayment Date Prices: N/A
Sinking Fund: None
Extendible Note: ( ) Yes (X) No
Amortization Schedule: N/A
Original Issue Discount: N/A
Amount of OID:
Yield to Maturity:
Interest Accrual Date:
Initial Accrual Period OID:
Indexed Note: ( ) Yes (X) No
Calculation Agent(s): (X) U.S. Bank Trust National
Association
( ) Morgan Guaranty Trust Company of New York
Plan of Distribution:
The Company will sell the Notes to J.P. Morgan Securities
Inc. ("JPMSI") at a price of 99.88561% of the principal amount of
the Notes. JPMSI, acting as the Company's agent, will in turn
sell $200,000,000 aggregate principal amount of the Notes to
Merrill Lynch, Pierce, Fenner & Smith Incorporated at a price of
99.88561% of the principal amount of the Notes.
The Company has agreed to indemnify JPMSI and Merrill Lynch,
Pierce, Fenner & Smith 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.
