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                                        Filed by The Chase Manhattan Corporation

                Pursuant to Rule 425 under the Securities Act of 1933 and deemed
         filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934

                                 Subject Company: J.P. Morgan & Co. Incorporated
                                                      Commission File No. 1-5885


                                                          Date: November 6, 2000

This filing contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, statements about the benefits of the merger between Chase
and J.P. Morgan, including future financial and operating results, Chase's
plans, objectives, expectations and intentions and other statements that are not
historical facts. Such statements are based upon the current beliefs and
expectations of J.P. Morgan's and Chase's management and are subject to
significant risks and uncertainties. Actual results may differ from those set
forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the risk that the businesses
of Chase and J.P. Morgan will not be combined successfully; the risk that the
growth opportunities and cost savings from the merger may not be fully realized
or may take longer to realize than expected; the risk that the integration
process may result in the disruption of ongoing business or the loss of key
employees or may adversely effect relationships with employees and clients; the
risk that stockholder or required regulatory approvals of the merger will not be
obtained or that adverse regulatory conditions will be imposed in connection
with a regulatory approval of the merger; the risk of adverse impacts from an
economic downturn; the risks associated with increased competition, unfavorable
political or other developments in foreign markets, adverse governmental or
regulatory policies, and volatility in securities markets, interest or foreign
exchange rates or indices; or other factors impacting operational plans.
Additional factors that could cause Chase's and J.P. Morgan's results to differ
materially from those described in the forward-looking statements can be found
in the 1999 Annual Reports on Forms 10-K of Chase and J.P. Morgan, filed with
the Securities and Exchange Commission and available at the Securities and
Exchange Commission's internet site (http://www.sec.gov) and in Chase's
Registration Statement on Form S-4 referred to below.

Chase has filed a Registration Statement on Form S-4 with the Securities and
Exchange Commission containing a preliminary joint proxy statement-prospectus
regarding the proposed transaction. Stockholders are urged to read the
definitive joint proxy statement-prospectus when it becomes available because it
will contain important information. The definitive joint proxy
statement-prospectus will be sent to stockholders of Chase and J.P. Morgan
seeking their approval of the proposed transaction. Stockholders also will be
able to obtain a free copy of the definitive joint proxy statement-prospectus,
as well as other filings containing information about Chase and J.P. Morgan,
without charge, at the SEC's internet site (http://www.sec.gov). Copies of the
definitive joint proxy statement-prospectus and the SEC filings that will be
incorporated
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by reference in the definitive joint proxy statement-prospectus can also be
obtained, without charge, by directing a request to The Chase Manhattan
Corporation, 270 Park Avenue, New York, NY 10017, Attention: Office of the
Corporate Secretary (212-270-6000), or to J.P. Morgan & Co. Incorporated, 60
Wall Street, New York, NY 10260, Attention: Investor Relations (212-483-2323).
Information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, is contained in the materials filed with the SEC by J.P. Morgan and
Chase on September 13, 2000 and September 14, 2000, respectively.



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[The following memorandum from Douglas A. Warner III, Chairman and Chief
Executive Officer of J.P. Morgan, and William B. Harrison, Jr., Chairman and
Chief Executive Officer of Chase, was circulated to employees of J.P. Morgan and
Chase.]




November 3, 2000

Dear Colleagues,

Along with several senior managers, we have recently been spending a significant
amount of time meeting with our largest institutional stockholders to tell the
story of our merger. By the end of next week, we'll have completed more than 50
meetings with investors. We've come away energized by the response.

We want to share with you the three key points we made in these meetings:

1)   The merger creates a winning platform in the wholesale financial markets.
     Long-term winners in these growth markets require global scale, leadership
     positions in products and client segments, and the best people working as a
     team. The merger gives us all of these, with even less client overlap and
     more complementary products than expected. This is borne out by the great
     early response from clients - witness our role as advisor to GE in their
     acquisition of Honeywell.

2)   We are ahead on execution compared with our other mergers. Already we've
     appointed more than 250 senior managers for the new firm - the product of
     ongoing work to establish a vision, strategy, operating principles, and
     organizational structure for each group. No less important to our momentum
     has been the mutual understanding and respect that form the basis for our
     partnership.

3)   This is a financially compelling and shareholder-friendly transaction. Six
     weeks after announcing the merger, it has become clear that the original
     synergy estimate of $1.2 billion in additional net income was conservative.
     Our leadership in growth markets and continuing financial discipline should
     lead to a revaluation of our stock over time.

Investors also wanted to understand the role National Consumer Services will
play in the new firm. We emphasized that the retail business is an important
part of J.P. Morgan Chase & Co., both through its strong contribution (20% of
pro forma earnings) and profitability (24% ROE), as well as through the business
diversification it provides to the firm overall.

The market seems to be recognizing the potential of the combined franchise. But
as we've said from the beginning, this merger is not about daily market moves,
it's about long-term value. We are convinced that the value of our franchise
will increase significantly over time, though we can't underestimate the
execution challenge to get there.

Indeed, investors have directed their toughest questions at the risks of
execution, all in areas that we have already identified and are working hard to
address: how to realize synergies, how to retain our talented people and our
clients, how to manage risk in the new firm.

We are always our own toughest critics. As difficult as it is to step back from
the day-to-day uncertainty created by the merger, we can feel very good about
the progress we've made and the enormous potential of this new firm.


         Sandy Warner                                         Bill Harrison


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Stockholders of Chase and J.P. Morgan should read the definitive joint proxy
statement/prospectus regarding the proposed merger when it becomes available,
because it will contain important information. Stockholders will be able to
obtain a free copy of the definitive joint proxy statement/prospectus, as well
as other filings containing information about Chase and J.P. Morgan, without
charge, at the SEC's internet site (http://www.sec.gov). Copies of the
definitive joint proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the definitive joint proxy statement/prospectus can
also be obtained, without charge, by directing a request to The Chase Manhattan
Corporation, 270 Park Avenue, New York, NY 10017, Attention: Office of the
Corporate Secretary (212-270-6000) or to J.P. Morgan, 60 Wall Street, New York,
NY 10260, Attention: Investor Relations (212-483-2323). Information regarding
the participants in the proxy solicitation and a description of their direct and
indirect interest, by security holdings or otherwise, is contained in the
materials filed with the SEC by each of J.P. Morgan and Chase on September 13
and 14, 2000, respectively.