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                                                                     EXHIBIT 4.4





                 DECLARATION OF TRUST, dated as of October 29, 1996, between
J.P. Morgan & Co. Incorporated, a Delaware corporation, as Sponsor, First Trust
of New York National Association, Wilmington Trust Company, a Delaware banking
corporation, as Delaware Trustee, and H. Christian Raymond, Andrew G. Kerber
and Susan L. McCullin as Regular Trustees (collectively with the Delaware
Trustee, the "Trustees").    The Sponsor and the Trustees hereby agree as
follows:

                 1.  The trust created hereby (the "Trust") shall be known as
"JPM Capital Trust II", in which name the Trustees, or the Sponsor to the
extent provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

                 2.  The Sponsor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of $10.  The Trustees hereby acknowledge receipt
of such amount in trust from the Sponsor, which amount shall constitute the
initial trust estate.  The Trustees hereby declare that they will hold the
trust estate in trust for the Sponsor.  It is the intention of the parties
hereto that the Trust created hereby constitute a business trust under Chapter
38 of Title 12 of the Delaware Code, 12 Del. C. Sections 3801 et seq. (the
"Business Trust Act"), and that this document constitute the governing
instrument of the Trust.  The Trustees are hereby authorized and directed to
execute and file a certificate of trust in the office of the Secretary of State
of the State of Delaware in the form attached hereto.  The Trust is hereby
established by the Sponsor and the Trustees for the purposes of (i) issuing
preferred securities ("Preferred Securities") representing undivided beneficial
interests in the assets of the Trust in exchange for cash and investing the
proceeds thereof in junior subordinated debentures of the Sponsor, (ii) issuing
and selling common securities ("Common Securities" and, together with the
Preferred Securities, "Trust Securities") representing undivided beneficial
interests in the assets of the Trust to the Sponsor in exchange for cash and
investing the proceeds thereof in additional junior subordinated debentures of
the Sponsor and (iii) engaging in such other activities as are necessary,
convenient or incidental thereto.

                 3.  Concurrent with the first issuance of any Trust Securities
by the Trust, the Sponsor and the Trustees intend to enter into an amended and
restated Declaration of Trust, satisfactory to each such party and
substantially in the form included as an exhibit to the 1933 Act Registration
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Statement referred to below at the time such registration statement becomes
effective under the Securities Act of 1933, as amended (the "Securities Act"),
to provide for the contemplated operation of the Trust created hereby and the
issuance of the Preferred Securities and the Common Securities referred to
therein.  Prior to the execution and delivery of such amended and restated
Declaration of Trust, the Trustees shall not have any duty or obligation
hereunder or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain, prior to such execution and
delivery, any licenses, consents or approvals required by applicable law or
otherwise.

                 4.  The Sponsor and the Trustees hereby authorize and direct
the Sponsor, as the sponsor of the Trust, (i) to prepare and file with the
Securities and Exchange Commission (the "Commission") and execute, in each case
on behalf of the Trust, (a) a Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to such Registration Statement, relating to the registration of the
Preferred Securities under the Securities Act and (b) a Registration Statement
on Form 8-A (the "1934 Act Registration Statement") (including any
pre-effective or post-effective amendments thereto) relating to the
registration of the Preferred Securities under Section 12(b) of the Securities
Exchange Act of 1934, as amended; (ii) to prepare and file with the New York
Stock Exchange and execute, in each case  on behalf of the Trust, a listing
application and all other applications, statements, certificates, agreements
and other instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on the New York Stock Exchange; (iii) to prepare and
file and execute, in each case on behalf of the Trust, such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or "blue
sky" laws of such jurisdictions as the Sponsor, on behalf of the Trust, may
deem necessary or desirable; and (iv) to negotiate the terms of, and execute on
behalf of the Trust, an underwriting agreement among the Trust, the Sponsor and
any underwriter, dealer or agent relating to the Preferred Securities,
substantially in the form included as an exhibit to the 1933 Act Registration
Statement at the time it becomes effective under the Securities Act.  It is
hereby acknowledged and agreed that in connection with any execution, filing or
document referred to in clauses (i)-(iii) above, (A) any
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Regular Trustee (or his attorneys-in-fact and agents or the Sponsor as
permitted herein) is authorized on behalf of the Trust to file and execute such
document on behalf of the Trust and (B) the Delaware Trustee shall not be
required to join in any such filing or execute on behalf of the Trust any such
document unless required by the rules and regulations of the Commission or the
New York Stock Exchange or state securities or blue sky laws, and in such case
only to the extent so required.  In connection with all of the foregoing, the
Sponsor and each Regular Trustee, solely in its capacity as Trustee of the
Trust, hereby constitutes and appoints Gene A. Capello and James C.P. Berry,
and each of them, his, her or its, as the case may be, true and lawful
attorneys-in-fact, and agents, with full power of substitution and
resubstitution, for the Sponsor or such Trustee and in the Sponsor's or such
Trustee's name, place and stead, in any and all capacities, to sign and file
(i) any and all amendments (including post-effective amendments) to the 1933
Act Registration Statement and the 1934 Act Registration Statement with all
exhibits thereto, and other documents in connection therewith, and (ii) a
registration statement and any and all amendments thereto filed pursuant to
Rule 462(b) under the Securities Act with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the Sponsor or such Trustee
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, shall do or cause to be done by virtue hereof.

                 5.  This Declaration of Trust may be executed in one or more
counterparts.

                 6.  The number of Trustees initially shall be four (4) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Sponsor which may increase
or decrease the number of Trustees; provided, however, that the number of
Trustees shall in no event be less than four (4); and provided, further,
however, that to the extent required by the Business Trust Act, one Trustee
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware and meets any other requirements imposed by applicable
law.  Subject to the foregoing, the Sponsor is entitled to appoint
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or remove without cause any Trustee at any time.  Any Trustee may resign upon
30 days prior notice to the Sponsor provided, however, that the Delaware
Trustee may resign immediately upon notice to the Sponsor if the Delaware
Trustee is required to join in any filing or execute on behalf of the Trust any
document pursuant to the provisions of paragraph 4 hereof and, upon giving such
notice, the Delaware Trustee shall not be required to join in any such filing
or execute on behalf of the Trust any such document; provided, further,
however, that no resignation of the Delaware Trustee shall be effective until a
successor Delaware Trustee has been appointed and has accepted such appointment
by instrument executed by such successor Delaware Trustee and delivered to the
Trust, the Sponsor and the resigning Delaware Trustee.

                 7.  To the fullest extent permitted by applicable law, the
Sponsor agrees to indemnify (i) the Delaware Trustee, (ii) any affiliate of the
Delaware Trustee, and (iii) any officers, directors, shareholders, members,
partners, employees, representatives, nominees, custodians or agents of the
Delaware Trustee (each of the persons or entities in (i) through (iii) being
referred to as an "Indemnified Person") for, and to hold each Indemnified
Person harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses (including reasonable legal fees and expenses) of defending
itself against, or investigating, any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.  The
obligation to indemnify as set forth in this paragraph 7 shall survive the
termination of this Declaration.

                 8.  The Trust may terminate without issuing any Trust
Securities at the election of the Sponsor.
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                 IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the day and year first above
written.


                                J.P. MORGAN & CO.
                                INCORPORATED, as Sponsor,

                                 by
                                           /s/ Gene A. Capello
                                        ---------------------------------
                                        Name:  Gene A. Capello
                                        Title: Vice President and
                                               Assistant General
                                               Counsel


                                Wilmington Trust Company, as
                                Delaware Trustee,

                                  by
                                          /s/ Norma P. Close
                                        ---------------------------------
                                        Name:  Norma P. Close
                                        Title: Vice President


                                       /s/ H. Christian Raymond
                                    -------------------------------------
                                           H. Christian Raymond,
                                    as Trustee

                                       /s/ Andrew G. Kerber
                                    -------------------------------------
                                           Andrew G. Kerber,
                                     as Trustee

                                       /s/ Susan L. McCullin
                                    -------------------------------------
                                           Susan L. McCullin,
                                    as Trustee