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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-6 under the
                                                 Securities Exchange Act of 1934

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


                                                         Date: December 15, 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.

In connection with the proposed transaction, Chase has filed a Registration
Statement on Form S-4 with the Securities and Exchange Commission containing a
joint proxy statement-prospectus with regard to the proposed merger.
Stockholders are advised to read the joint proxy statement-prospectus because
it contains important information. Stockholders may obtain a free copy of the
joint proxy statement-prospectus and other documents filed by Chase and J.P.
Morgan with the SEC, at the SEC's internet site (http://www.sec.gov). Copies of
the joint proxy statement-prospectus and the SEC filings that will be
incorporated by reference in the 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).

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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.]
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December 14, 2000

To all colleagues:

You all should have seen the news release issued this morning about the
progress of our merger and the lower fourth-quarter earnings outlook. The
current conditions in global capital markets make it a tough environment for
our trading businesses. Also to date in the fourth quarter, we experienced
declines in values of the public securities held by Chase Capital Partners.
Though expenses remain high in the quarter, we are targeting expenses to be
flat on a year-over-year basis (including Flemings for full year 2000).

We reported some good news on the merger front, which is progressing even more
rapidly than we had anticipated. Estimates of merger synergies have increased,
and client reactions continue to be favorable. As an example, our deal teams,
at the request of clients, have given 117 joint pitches and won 47 new mandates,
which are expected to lead to incremental revenues in excess of $200 million
next year. We continue to believe strongly that the merger is about creating
long-term value, and we look forward to the momentum that our combined
strengths will provide.

Sandy Warner                                    Bill Harrison







In connection with the proposed transaction, Chase has filed a Registration
Statement of Form S-4 with the Securities and Exchange Commission containing a
joint proxy statement-prospectus with regard to the proposed merger and J.P.
Morgan has filed a Definitive Proxy Statement on Schedule 14A with the SEC that
also contains the joint proxy statement-prospectus. Stockholders are advised to
read the joint proxy statement-prospectus because it contains important
information. Stockholders may obtain a free copy of the joint proxy
statement-prospectus and other documents filed by Chase and J.P. Morgan with
the SEC, at the SEC's internet site (http://www.sec.gov). Copies of the 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,
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).