SCHEDULE 14A
                                 (Rule 14a-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. )

Filed by the Registrant                      [X]
Filed by a Party other than the Registrant   [ ]

Check the appropriate box:
[ ]  Preliminary proxy statement.
[ ]  Confidential, for use of the commission only (as permitted by Rule
     14a-6(e)(2)).
[ ]  Definitive proxy statement.
[X]  Definitive additional materials.
[ ]  Soliciting material under Rule 14a-12.

                         J.P. Morgan & Co. Incorporated
                (Name of Registrant as Specified in Its Charter)

                                      N/A
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
     (1)  Title of each class of securities to which transaction applies:
     (2)  Aggregate number of securities to which transaction applies:
     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which
          the filing fee is calculated and state how it was determined):
     (4)  Proposed maximum aggregate value of transaction:
     (5)  Total fee paid:
[ ]  Fee paid previously with preliminary materials.
[ ]  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously. Identify the previous filing by registration statement
     number, or the form or schedule and the date of its filing.
     (1)  Amount Previously Paid:
     (2)  Form, Schedule or Registration Statement No.:
     (3)  Filing Party:
     (4)  Date Filed:





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 Form 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 J.P. Morgan's
Definitive Proxy Statement referred to below.

J.P. Morgan has filed with the SEC a Definitive Proxy Statement on Schedule 14A
relating to the proposed merger. Stockholders are advised to read the
definitive proxy statement because it contains important information.
Stockholders may obtain a free copy of the definitive proxy statement 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 definitive proxy statement and the SEC
filings incorporated by reference in the definitive proxy statement 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.





(The following "remember to vote" letter was sent today to registered common
stockholders of J.P. Morgan.)


                  [J.P. MORGAN & CO. INCORPORATED LETTERHEAD]


                               December 1, 2000


Dear Fellow Stockholder:

We recently sent you notice of a Special Meeting of Stockholders of J.P. Morgan
& Co. Incorporated to approve the merger of J.P. Morgan and The Chase Manhattan
Corporation.

Your Board of Directors has unanimously recommended that you vote for the
merger. The merger requires the approval of a majority of the outstanding
shares of common stock. Therefore, a non-vote is the same as a vote against
the merger.

We urge you to take the time now to vote for the merger. It is easy to vote
quickly by telephone or the Internet; simply follow the directions outlined
on the enclosed proxy card, which may be used to vote by mail if you prefer.

Thank you for your continued support and your prompt voting. If you have
already voted, we appreciate your having done so.

                              Sincerely,

                              /s/ Sandy Warner




(The following "remember to vote" letter was sent today to beneficial owners of
J.P. Morgan common stock who hold their shares in "street name".)


                  [J.P. MORGAN & CO. INCORPORATED LETTERHEAD]


                               December 1, 2000


Dear Fellow Stockholder:

We recently sent you notice of a Special Meeting of Stockholders of J.P. Morgan
& Co. Incorporated to approve the merger of J.P. Morgan and The Chase Manhattan
Corporation.

Your Board of Directors has unanimously recommended that you vote for the
merger. The merger requires the approval of a majority of the outstanding
shares of common stock. Therefore, a non-vote is the same as a vote against
the merger.

We urge you to take the time now to vote for the merger. It is easy to vote
quickly by telephone or the Internet; simply follow the directions outlined
on the enclosed flyer. A duplicate proxy card is also enclosed if you prefer
to vote by mail.

Thank you for your continued support and your prompt voting. If you have
already voted, we appreciate your having done so.

                              Sincerely,

                              /s/ Sandy Warner