Pricing Supplement No. 62 Dated January 28,
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: $5,000,000
If principal amount is stated in other than
U.S. dollars, equivalent amount in U.S. dollars:
N/A CUSIP: 61688A AU2
Trade Date: January 28, 1998
Settlement Date: February 20, 1998
Maturity Date: February 20, 2008
Price to Public (Issue Price): 100%
Net Proceeds to Issuer: 98.20%
Interest Rate (per annum): 6.25%
Interest Payment Date(s): Monthly on the 20th of each
month, commencing March 20, 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 February 20,
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 February 20, 2000 and semi-annually
thereafter on each August 20 and February 20 (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 cancellation by the Company, neither
party shall have further payment obligations to the other
under the terms of this transaction.
Optional Redemption Date(s): February 20, 2000 and semi
annually thereafter on each August 20 and February 20
(subject to Business Day convention described in the
Prospectus Supplement)
Initial Redemption Date: February 20, 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 December 31, 1997 the
amount of indebtedness constituting Senior Indebtedness
was approximately $11.5 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 98.20% of the
principal amount of the Notes. JPMSI, acting as the
Company's agent, will in turn sell $5,000,000 aggregate
principal amount of the Notes to Morgan Stanley & Co.
Incorporated at a price of 98.20% of the principal amount
of the Notes.
The Company has agreed to indemnify JPMSI and Morgan
Stanley & Co. 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.
