---

`For Release at
4:30 P.M. Eastern time
  July 3, 2008

The Board's H.4.1 statistical release, "Factors Affecting Reserve Balances
of Depository Institutions and Condition Statement of Federal Reserve Banks,"
has been modified to include information related to Maiden Lane LLC, a
limited liability company formed to facilitate the arrangements associated
with JPMorgan Chase & Co.'s acquisition of Bear Stearns Companies, Inc.

On June 26, 2008, the Federal Reserve Bank of New York (FRBNY) extended credit
to Maiden Lane LLC under the authority of section 13(3) of the Federal Reserve
Act.  This limited liability company was formed to acquire certain assets of
Bear Stearns and to manage those assets through time to maximize repayment of
the credit extended and to minimize disruption to financial markets.  Payments
by Maiden Lane LLC from the proceeds of the net portfolio holdings will be
made in the following order:  operating expenses of the LLC, principal due to
the FRBNY, interest due to the FRBNY, principal due to JPMorgan Chase & Co.,
and interest due to JPMorgan Chase & Co.  Any remaining funds will be paid to
the FRBNY.

Consistent with generally accepted accounting principles, the assets and
liabilities of Maiden Lane LLC have been consolidated with the assets and
liabilities of the FRBNY in the preparation of the statements of condition
shown on the release because the FRBNY is the primary beneficiary of Maiden
Lane LLC.

The consequences of this consolidation appear on the release in the following
ways.  The extension of credit from the FRBNY to Maiden Lane LLC is eliminated
as is the accrued interest on this loan.  The net portfolio holdings of Maiden
Lane LLC appear as an asset on the statement of condition of the FRBNY (table
5), the consolidated statement of condition of all Federal Reserve Banks
(table 4), and factors affecting reserve balances of depository institutions
(table 1).  The liabilities of Maiden Lane LLC to entities other than the
FRBNY are included in "other liabilities and capital" in table 1 and in "other
liabilities and accrued dividends" in table 4 and table 5.

Information on the LLC is presented separately in the newly created table 2,
"Information on Principal Accounts of Maiden Lane LLC."  This table presents
the fair value of the net portfolio holdings of the LLC along with the book
value of the outstanding principal of the loan extended by the FRBNY, the book
value of accrued interest payable to the FRBNY, and the book value of
outstanding principal and accrued interest on the loan payable to JPMorgan
Chase & Co.  Information pertaining to fair values will be updated quarterly.




  July 3, 2008



Explanatory Note for H.4.1 release of July 3, 2008



The weekly average value of net portfolio holdings of Maiden Lane LLC reflects
holdings from Thursday June 26, 2008, through Wednesday July 2, 2008.  The
holdings for the first six days of this week are based on values as of March
14, 2008.  The holdings for the last day were valued as of June 26, 2008.






FEDERAL RESERVE statistical release H.4.1Factors Affecting Reserve Balances of Depository Institutions andCondition Statement of Federal Reserve Banks                                                                                               July 3, 20081. Factors Affecting Reserve Balances of Depository InstitutionsMillions of dollars`

|Reserve Bank credit, related items, and                reserve balances of depository institutions at         Federal Reserve Banks | Averages of daily figures | Wednesday  Jul 2, 2008
|----------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | ----------------------
|
|
|                                                                                                                                    |                           |                       
|890,030                                                                                                                             | +  15,448                 | +  32,542             
|478,838                                                                                                                             | +      65                 | - 311,693             
|478,838                                                                                                                             | +      65                 | - 311,693             
|21,740                                                                                                                              | 0                         | - 255,279             
|412,392                                                                                                                             | 0                         | -  62,280             
|39,171                                                                                                                              | 0                         | +   4,712             
|5,535                                                                                                                               | +      65                 | +   1,154             
|0                                                                                                                                   | 0                         | 0                     
|110,250                                                                                                                             | -  11,429                 | +  83,071             
|150,000                                                                                                                             | 0                         | + 150,000             
|16,780                                                                                                                              | -   4,094                 | +  16,584             
|14,861                                                                                                                              | +     159                 | +  14,843             
|86                                                                                                                                  | +      86                 | +      86             
|95                                                                                                                                  | +      18                 | -      83             
|1,738                                                                                                                               | -   4,357                 | +   1,738             
|0                                                                                                                                   | 0                         | 0                     
|29,816                                                                                                                              | +  29,816                 | +  29,816             
|-1,518                                                                                                                              | -     373                 | -     555             
|105,864                                                                                                                             | +   1,462                 | +  65,319             
|11,041                                                                                                                              | 0                         | 0                     
|2,200                                                                                                                               | 0                         | 0                     
|38,861                                                                                                                              | +      14                 | +     340             
|                                                                                                                                    |                           |                       
|942,132                                                                                                                             | +  15,462                 | +  32,882             
|                                                                                                                                    |                           |                       
|826,758                                                                                                                             | +   3,811                 | +  11,951             
|42,177                                                                                                                              | +   1,803                 | +   9,983             
|42,177                                                                                                                              | +   1,803                 | +   9,983             
|0                                                                                                                                   | 0                         | 0                     
|278                                                                                                                                 | +       2                 | -      31             
|12,480                                                                                                                              | -      31                 | +   1,104             
|5,042                                                                                                                               | -      28                 | +     435             
|129                                                                                                                                 | +      29                 | -      11             
|7,053                                                                                                                               | -       2                 | +     659             
|7,053                                                                                                                               | -       2                 | +     659             
|0                                                                                                                                   | 0                         | 0                     
|256                                                                                                                                 | -      29                 | +      19             
|46,473                                                                                                                              | +   2,020                 | +   6,967             
|                                                                                                                                    |                           |                       
|                                                                                                                                    |                           |                       
|928,166                                                                                                                             | +   7,605                 | +  29,974             
|                                                                                                                                    |                           |                       
|13,965                                                                                                                              | +   7,856                 | +   2,907             

`Note: Components may not sum to totals because of rounding. 1. Includes securities lent to dealers under the overnight and term securities lending facilities; refer   to table 1A.  2. Face value of the securities. 3. Compensation that adjusts for the effect of inflation on the original face value of inflation-indexed   securities. 4. Cash value of agreements.5. Fair value.  Refer to table 2 and the note on consolidation accompanying table 5.6. Estimated.7. Cash value of agreements, which are collateralized by U.S. Treasury securities.8. Includes the liabilities of Maiden Lane LLC to entities other than the Federal Reserve Bank of New   York, including liabilities that have recourse only to the portfolio holdings of Maiden Lane LLC.   Refer to table 2 and the note on consolidation accompanying table 5. Sources: Federal Reserve Banks and the U.S. Department of the Treasury.  1A. Memorandum Items,       July 2, 2008 Millions of dollars`

|Memorandum item | Averages of daily figures | Wednesday  Jul 2, 2008
|--------------- | ------------------------- | ----------------------
|
|
|                |                           |                       
|                |                           |                       
|2,345,653       | +  23,278                 | + 363,485             
|1,373,770       | +  20,336                 | + 133,108             
|971,882         | +   2,941                 | + 230,375             
|117,482         | +   5,410                 | + 107,341             
|13,238          | +   7,626                 | +   3,097             
|104,244         | -   2,216                 | + 104,244             

`Note: Components may not sum to totals because of rounding. 1. Face value of the securities.  Includes U.S. Treasury STRIPS and other zero-coupon bonds at face value.2. Fully collateralized by U.S. Treasury securities.3. Fully collateralized by U.S. Treasury securities, federal agency securities, and highly rated   non-agency asset-backed and mortgage-backed securities. Sources: Federal Reserve Banks and the U.S. Department of the Treasury.  2. Information on Principal Accounts of Maiden Lane LLCMillions of dollars`

|Account name | Wednesday     Jul 2, 2008
|------------ | -------------------------
|            
|28,893      
|            
|28,820      
|12          
|1,151       

`1. Fair value. Fair value reflects an estimate of the price that would be received upon selling an asset if   the transaction were to be conducted in an orderly market on the measurement date.  Revalued quarterly.    This table reflects valuations as of      June 26, 2008.2. Book value.  This amount was eliminated when preparing the Federal Reserve Bank of New York's statement   of condition consistent with consolidation under generally accepted accounting principles.  Refer to   the note on consolidation accompanying table 5.3. Book value.  The fair value of these obligations is included in other liabilities and capital in table 1    and in other liabilities and accrued dividends in table 4 and table 5. Note:  On June 26, 2008, the Federal Reserve Bank of New York (FRBNY) extended credit to Maiden Lane LLC under the authority of section 13(3) of the Federal Reserve Act.  This limited liability company was formed to acquire certain assets of Bear Stearns and to manage those assets through time to maximize repayment of the credit extended and to minimize disruption to financial markets.  Payments by Maiden Lane LLC from the proceeds of the net portfolio holdings will be made in the following order: operating expenses of the LLC, principal due to the FRBNY, interest due to the FRBNY, principal due to JPMorgan Chase & Co., and interest due to JPMorgan Chase & Co.  Any remaining funds will be paid to the FRBNY.  3. Maturity Distribution of Term Auction Credit, Other Loans, and Securities,       July 2, 2008Millions of dollars`

|        | U.S. Treasury       securities (2) |        
|------- | ---------------------------------- | -------
|
|150,000 | 3,654                              | 3,409  
|0       | 9,266                              | 41,661 
|---     | 0                                  | 73,632 
|---     | ---                                | 173,465
|---     | ---                                | 90,136 
|---     | ---                                | 96,563 
|        |                                    |        
|150,000 | 12,920                             | 478,866

`Note: Components may not sum to totals because of rounding.---   Not applicable. 1. Excludes the loan from the Federal Reserve Bank of New York to Maiden Lane LLC that was eliminated when   preparing that Bank's statement of condition consistent with consolidation under generally accepted   accounting principles.  The loan to Maiden Lane LLC is designed to be repaid from the orderly   liquidation of Maiden Lane LLC's portfolio holdings and does not have a fixed amortization schedule.2. Includes the original face value of inflation-indexed securities and compensation that adjusts for the    effect of inflation on the original face value of such securities. 3. Cash value of agreements.  4. Consolidated Statement of Condition of All Federal Reserve BanksMillions of dollars`

|Assets, liabilities, and capital | Eliminationsfromconsolidation |           | Change since
|-------------------------------- | ----------------------------- | --------- | ------------
|
|                                 |                               |           |             
|                                 | 11,037                        | 0         | 0           
|                                 | 2,200                         | 0         | 0           
|                                 | 1,317                         | -      16 | +     393   
|                                 |                               |           |             
|                                 | 754,785                       | -  19,164 | -  66,204   
|                                 | 478,866                       | +      70 | - 311,687   
|                                 | 478,866                       | +      70 | - 311,687   
|                                 | 21,740                        | 0         | - 255,279   
|                                 | 412,392                       | 0         | -  62,280   
|                                 | 39,171                        | 0         | +   4,712   
|                                 | 5,563                         | +      69 | +   1,160   
|                                 | 0                             | 0         | 0           
|                                 | 113,000                       | -  16,750 | +  82,750   
|                                 | 150,000                       | 0         | + 150,000   
|                                 | 12,920                        | -   2,482 | +  12,734   
|                                 | 28,893                        | +  28,893 | +  28,893   
|(659)                            | 1,234                         | +      21 | -   3,682   
|                                 | 2,154                         | 0         | +     109   
|                                 | 104,120                       | +   1,795 | +  65,832   
|                                 |                               |           |             
|(659)                            | 905,739                       | +  11,527 | +  25,340   
|                                 |                               |           |             
|                                 |                               |           |             
|                                 | 795,095                       | +   7,132 | +  13,719   
|                                 | 41,091                        | -     958 | +   8,882   
|(0)                              | 20,730                        | +   3,343 | -     508   
|                                 | 16,232                        | +   3,399 | -     523   
|                                 | 4,139                         | -      69 | +      22   
|                                 | 109                           | +       9 | +      13   
|(0)                              | 251                           | +       5 | -      18   
|(659)                            | 3,393                         | +     765 | -   2,429   
|                                 | 4,549                         | +     752 | -   1,116   
|                                 |                               |           |             
|(659)                            | 864,857                       | +  11,033 | +  18,546   
|                                 |                               |           |             
|                                 |                               |           |             
|                                 | 19,876                        | -       1 | +   3,713   
|                                 | 18,493                        | +       7 | +   3,094   
|                                 | 2,512                         | +     488 | -      15   
|                                 |                               |           |             
|                                 | 40,882                        | +     495 | +   6,794   

`Note: Components may not sum to totals because of rounding. 1. Includes securities lent to dealers under the overnight and term securities lending facilities; refer   to table 1A.2. Face value of the securities.3. Compensation that adjusts for the effect of inflation on the original face value of inflation-indexed   securities. 4. Cash value of agreements, which are collateralized by U.S. Treasury and federal agency securities.5. Fair value.  Refer to table 2 and the note on consolidation accompanying table 5.6. Includes assets denominated in foreign currencies, which are revalued daily at market exchange rates. 7. Cash value of agreements, which are collateralized by U.S. Treasury securities.8. Includes exchange-translation account reflecting the daily revaluation at market exchange rates of   foreign exchange commitments.9. Includes the liabilities of Maiden Lane LLC to entities other than the Federal Reserve Bank of New   York, including liabilities that have recourse only to the portfolio holdings of Maiden Lane LLC.    Refer to the note on consolidation accompanying table 5.  5. Statement of Condition of Each Federal Reserve Bank,       July 2, 2008Millions of dollars`

|Assets, liabilities, and capital | Total   | Boston  | New York | Philadelphia | Cleveland | Richmond | Atlanta | Chicago | St. Louis | Minneapolis | Kansas City | Dallas  | SanFrancisco
|-------------------------------- | ------- | ------- | -------- | ------------ | --------- | -------- | ------- | ------- | --------- | ----------- | ----------- | ------- | ------------
|                                 |         |         |          |              |           |          |         |         |           |             |             |        
|11,037                           | 424     | 3,935   | 453      | 423          | 891       | 1,221    | 913     | 344     | 199       | 349         | 636         | 1,249  
|2,200                            | 115     | 874     | 83       | 104          | 147       | 166      | 212     | 71      | 30        | 66          | 98          | 234    
|1,317                            | 38      | 56      | 101      | 113          | 161       | 150      | 163     | 50      | 55        | 93          | 147         | 188    
|                                 |         |         |          |              |           |          |         |         |           |             |             |        
|754,785                          | 26,327  | 320,148 | 26,124   | 25,332       | 64,531    | 65,557   | 57,274  | 22,607  | 11,453    | 22,082      | 27,468      | 85,883 
|478,866                          | 20,085  | 170,377 | 20,908   | 18,158       | 43,423    | 47,646   | 42,264  | 16,548  | 9,040     | 17,583      | 19,864      | 52,968 
|478,866                          | 20,085  | 170,377 | 20,908   | 18,158       | 43,423    | 47,646   | 42,264  | 16,548  | 9,040     | 17,583      | 19,864      | 52,968 
|21,740                           | 912     | 7,735   | 949      | 824          | 1,971     | 2,163    | 1,919   | 751     | 410       | 798         | 902         | 2,405  
|457,126                          | 19,174  | 162,642 | 19,959   | 17,334       | 41,451    | 45,483   | 40,346  | 15,797  | 8,630     | 16,785      | 18,962      | 50,563 
|0                                | 0       | 0       | 0        | 0            | 0         | 0        | 0       | 0       | 0         | 0           | 0           | 0      
|113,000                          | 4,740   | 40,205  | 4,934    | 4,285        | 10,247    | 11,243   | 9,973   | 3,905   | 2,133     | 4,149       | 4,687       | 12,499 
|150,000                          | 1,500   | 100,265 | 240      | 2,810        | 10,806    | 6,435    | 4,100   | 2,016   | 18        | 300         | 2,900       | 18,611 
|12,920                           | 2       | 9,302   | 42       | 79           | 56        | 232      | 936     | 139     | 262       | 50          | 17          | 1,805  
|                                 |         |         |          |              |           |          |         |         |           |             |             |        
|28,893                           | 0       | 28,893  | 0        | 0            | 0         | 0        | 0       | 0       | 0         | 0           | 0           | 0      
|1,892                            | 77      | 0       | 229      | 394          | 166       | 118      | 182     | 43      | 152       | 139         | 176         | 216    
|2,154                            | 119     | 212     | 64       | 150          | 203       | 226      | 208     | 124     | 111       | 276         | 253         | 207    
|104,120                          | 5,629   | 28,463  | 9,343    | 6,763        | 25,338    | 8,238    | 5,140   | 1,372   | 1,984     | 1,471       | 2,348       | 8,031  
|0                                | + 4,873 | -61,599 | + 5,824  | + 4,300      | - 3,397   | +22,094  | +14,062 | + 4,802 | + 3,308   | + 6,535     | + 4,927     | - 5,728
|                                 |         |         |          |              |           |          |         |         |           |             |             |        
|906,398                          | 37,601  | 320,982 | 42,221   | 37,580       | 88,040    | 97,770   | 78,153  | 29,414  | 17,292    | 31,011      | 36,053      | 90,279 

`Note: Components may not sum to totals because of rounding. 1. Includes securities lent to dealers under the overnight and term securities lending facilities; refer to table 1A.2. Face value of the securities.3. Includes the original face value of inflation-indexed securities and compensation that adjusts for the effect of inflation on the original face value of such securities. 4. Cash value of agreements, which are collateralized by U.S. Treasury and federal agency securities.5. Fair value.  Refer to the note on consolidation below.6. Includes assets denominated in foreign currencies, which are revalued daily at market exchange rates. Note on consolidation:On June 26, 2008, the Federal Reserve Bank of New York extended a loan under the authority of section 13(3) of the Federal Reserve Act to Maiden Lane LLC, a limited liability company formed to acquire certain assets of Bear Stearns.  The Federal Reserve Bank of New York is the primary beneficiary of Maiden Lane LLC.  Consistent with generally accepted accounting principles, the assets and liabilities of Maiden Lane LLC have been consolidated with the assets and liabilities of the Federal Reserve Bank of New York in the preparation of thestatements of condition shown on this release.  As a consequence of the consolidation, the extension of credit from the Federal Reserve Bank of New York to Maiden Lane LLC iseliminated, the net assets of Maiden Lane LLC appear as an asset in this table (and table 1 and table 4), and the liabilities of Maiden Lane LLC to entities other than the Federal Reserve Bank of New York, including those with recourse only to the portfolio holdings of Maiden Lane LLC, are included in other liabilities on the next page (and in table 1 and table 4).   5. Statement of Condition of Each Federal Reserve Bank,       July 2, 2008 (continued)Millions of dollars`

|Assets, liabilities, and capital | Total  | Boston  | New York | Philadelphia | Cleveland | Richmond    | Atlanta     | Chicago | St. Louis | Minneapolis | KansasCity | Dallas  | SanFrancisco
|-------------------------------- | ------ | ------- | -------- | ------------ | --------- | ----------- | ----------- | ------- | --------- | ----------- | ---------- | ------- | ------------
|                                 |        |         |          |              |           |             |             |         |           |             |            |        
|988,324                          | 37,332 | 346,099 | 40,779   | 38,716       | 80,827    | 120,084     | 83,096      | 30,681  | 17,861    | 31,488      | 55,773     | 105,589
|193,229                          | 4,567  | 60,051  | 6,458    | 6,931        | 12,476    | 31,312      | 12,759      | 3,626   | 2,742     | 3,240       | 23,267     | 25,798 
|795,095                          | 32,765 | 286,047 | 34,320   | 31,784       | 68,351    | 88,773      | 70,337      | 27,055  | 15,118    | 28,247      | 32,505     | 79,791 
|41,091                           | 1,724  | 14,620  | 1,794    | 1,558        | 3,726     | 4,088       | 3,627       | 1,420   | 776       | 1,509       | 1,704      | 4,545  
|20,730                           | 883    | 7,619   | 956      | 555          | 4,738     | 1,029       | 922         | 330     | 266       | 476         | 731        | 2,225  
|16,232                           | 874    | 3,216   | 952      | 552          | 4,686     | 1,026       | 920         | 316     | 265       | 475         | 730        | 2,222  
|4,139                            | 0      | 4,139   | 0        | 0            | 0         | 0           | 0           | 0       | 0         | 0           | 0          | 0      
|109                              | 2      | 79      | 4        | 3            | 11        | 3           | 2           | 0       | 1         | 0           | 1          | 3      
|251                              | 6      | 186     | 0        | 0            | 42        | 0           | 0           | 14      | 0         | 1           | 1          | 0      
|4,051                            | 231    | 0       | 587      | 752          | 309       | 326         | 368         | 75      | 343       | 218         | 298        | 545    
|                                 |        |         |          |              |           |             |             |         |           |             |            |        
|4,549                            | 140    | 2,320   | 146      | 158          | 374       | 334         | 271         | 148     | 95        | 121         | 162        | 279    
|                                 |        |         |          |              |           |             |             |         |           |             |            |        
|865,516                          | 35,742 | 310,606 | 37,803   | 34,808       | 77,499    | 94,550      | 75,523      | 29,029  | 16,597    | 30,572      | 35,401     | 87,386 
|                                 |        |         |          |              |           |             |             |         |           |             |            |        
|                                 |        |         |          |              |           |             |             |         |           |             |            |        
|19,876                           | 764    | 5,065   | 2,335    | 1,322        | 5,178     | 1,561       | 1,280       | 181     | 322       | 208         | 259        | 1,401  
|18,493                           | 1,050  | 4,657   | 1,814    | 1,291        | 4,998     | 1,425       | 815         | 180     | 355       | 194         | 364        | 1,351  
|2,512                            | 45     | 654     | 269      | 158          | 366       | 234         | 534         | 24      | 18        | 37          | 29         | 142    
|                                 |        |         |          |              |           |             |             |         |           |             |            |        
|906,398                          | 37,601 | 320,982 | 42,221   | 37,580       | 88,040    | 97,770  | 78,153  | 29,414  | 17,292    | 31,011      | 36,053     | 90,279 

`Note: Components may not sum to totals because of rounding. 1. Cash value of agreements, which are collateralized by U.S. Treasury securities.2. Includes exchange-translation account reflecting the daily revaluation at market exchange rates of foreign exchange commitments.3. Includes the liabilities of Maiden Lane LLC to entities other than the Federal Reserve Bank of New York, including liabilities that have recourse only to the portfolio holdings of   Maiden Lane LLC.  Refer to the note on consolidation on the previous page.  6. Collateral Held against Federal Reserve Notes: Federal Reserve Agents' AccountsMillions of dollars`

|Federal Reserve notes and collateral | Wednesday    Jul 2, 2008
|------------------------------------ | ------------------------
|                                    
|988,324                             
|193,229                             
|795,095                             
|795,095                             
|11,037                              
|2,200                               
|551,564                             
|230,294                             
|                                    
|                                    
|591,866                             
|40,302                              
|551,564                             

`Note: Components may not sum to totals because of rounding. 1. Includes face value of U.S. Treasury and agency securities held outright, compensation to adjust for   the effect of inflation on the original face value of inflation-indexed securities, and cash value of   repurchase agreements.`

Statistical releases

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