AMENDED JUNE 14, 1996 Pricing Supplement No. 13 Dated June 11, 1996 (To Prospectus Supplement dated February 20, 1996 and Prospectus dated January 31, 1996) Pursuant to Rule 424(b)(2) Registration Statement No. 33-64193 J.P. Morgan & Co. Incorporated Medium-Term Notes, Series A Subordinated Debt Securities (Fixed Rate Notes) Principal Amount: $75,000,000 If principal amount is stated in other than U.S. dollars, equivalent amount in U.S. dollars: N/A CUSIP: 61688A AB4 Trade Date: June 11, 1996 Settlement Date: June 17, 1996 Maturity Date: June 15, 2011 Price to Public (Issue Price): Variable Price Re-offering Net Proceeds to Issuer: $73,345,500 Interest Rate (per annum): 7.6875% Interest Payment Date(s): The 15th day of each month; commencing July 15, 1996. Record Date(s): ( ) March 1 and September 1 of each year ( X) Other: The first day of each month. 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 June 15, 2001. Thereafter, they may be redeemed at the option of the Issuer upon at least 30 calendar days notice, in whole but not in part, on each December 15 and June 15 at 100% of the principal amount thereof together with accrued interest to the date fixed for redemption. Optional Redemption Date(s): See above. Initial Redemption Date: June 15, 2001 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 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, through J.P. Morgan Securities Inc. ("JPMSI") acting as the Company's agent, will sell $30,000,000 aggregate principal amount of the Notes to Merrill Lynch, Pierce, Fenner & Smith Incorporated and $15,000,000 aggregate principal amount of the Notes to Smith Barney Inc. at a price of 97.894% of the principal amount of the Notes. The Company has agreed to indemnify the JPMSI, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Smith Barney Inc. 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.