---

`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.4.1
Factors Affecting Reserve Balances of Depository Institutions and
Condition Statement of Federal Reserve Banks
                                                                                               July 3, 2008
1. Factors Affecting Reserve Balances of Depository Institutions
Millions of dollars
Reserve Bank credit, related items, and                            Averages of daily figures
reserve balances of depository institutions at            Week ended   Change from week ended     Wednesday
Federal Reserve Banks                                     Jul 2, 2008 Jun 25, 2008  Jul 4, 2007  Jul 2, 2008

Reserve Bank credit                                         890,030    +  15,448    +  32,542      871,653
  Securities held outright                                  478,838    +      65    - 311,693      478,866       
    U.S. Treasury (1)                                       478,838    +      65    - 311,693      478,866
      Bills (2)                                              21,740            0    - 255,279       21,740
      Notes and bonds, nominal (2)                          412,392            0    -  62,280      412,392
      Notes and bonds, inflation-indexed (2)                 39,171            0    +   4,712       39,171
      Inflation compensation (3)                              5,535    +      65    +   1,154        5,563
    Federal agency (2)                                            0            0            0            0      
  Repurchase agreements (4)                                 110,250    -  11,429    +  83,071      113,000
  Term auction credit                                       150,000            0    + 150,000      150,000  
  Other loans                                                16,780    -   4,094    +  16,584       12,920
    Primary credit                                           14,861    +     159    +  14,843       12,814
    Secondary credit                                             86    +      86    +      86            0
    Seasonal credit                                              95    +      18    -      83          105
    Primary dealer credit facility                            1,738    -   4,357    +   1,738            0
    Other credit extensions                                       0            0            0            0
  Net portfolio holdings of Maiden Lane LLC (5)              29,816    +  29,816    +  29,816       28,893
  Float                                                      -1,518    -     373    -     555      -18,288
  Other Federal Reserve assets                              105,864    +   1,462    +  65,319      106,262
Gold stock                                                   11,041            0            0       11,041
Special drawing rights certificate account                    2,200            0            0        2,200
Treasury currency outstanding (6)                            38,861    +      14    +     340       38,861
       
Total factors supplying reserve funds                       942,132    +  15,462    +  32,882      923,755
                                                                   
Currency in circulation (6)                                 826,758    +   3,811    +  11,951      832,369
Reverse repurchase agreements (7)                            42,177    +   1,803    +   9,983       41,091
  Foreign official and international accounts                42,177    +   1,803    +   9,983       41,091
  Dealers                                                         0            0            0            0
Treasury cash holdings                                          278    +       2    -      31          275
Deposits with F.R. Banks, other than reserve balances        12,480    -      31    +   1,104       11,553       
  U.S. Treasury, general account                              5,042    -      28    +     435        4,139
  Foreign official                                              129    +      29    -      11          109
  Service-related                                             7,053    -       2    +     659        7,054
    Required clearing balances                                7,053    -       2    +     659        7,054
    Adjustments to compensate for float                           0            0            0            0
  Other                                                         256    -      29    +      19          251
Other liabilities and capital (8)                            46,473    +   2,020    +   6,967       45,431

Total factors, other than reserve balances,                                        
   absorbing reserve funds                                  928,166    +   7,605    +  29,974      930,717

Reserve balances with Federal Reserve Banks                  13,965    +   7,856    +   2,907       -6,962
                                                                
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
                                                                   Averages of daily figures
Memorandum item                                           Week ended   Change from week ended     Wednesday
                                                          Jul 2, 2008 Jun 25, 2008  Jul 4, 2007  Jul 2, 2008

Marketable securities held in custody for foreign
      official and international accounts (1)             2,345,653    +  23,278    + 363,485    2,347,266
  U.S. Treasury                                           1,373,770    +  20,336    + 133,108    1,377,312
  Federal agency                                            971,882    +   2,941    + 230,375      969,953
Securities lent to dealers                                  117,482    +   5,410    + 107,341      113,939   
  Overnight facility (2)                                     13,238    +   7,626    +   3,097        9,842
  Term facility (3)                                         104,244    -   2,216    + 104,244      104,097

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 LLC
Millions of dollars
                                                                                                  Wednesday
Account name                                                                                     Jul 2, 2008
         
Net portfolio holdings of Maiden Lane LLC (1)                                                       28,893

Outstanding principal amount of loan extended by the Federal Reserve Bank of New York (2)           28,820
Accrued interest payable to the Federal Reserve Bank of New York (2)                                    12
Outstanding principal amount and accrued interest on loan payable to JPMorgan Chase & Co. (3)        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, 2008
Millions of dollars
                                                              U.S. Treasury                       Reverse
Remaining maturity                  Term        Other         securities (2)       Repurchase   repurchase
                                  auction       loans                  Weekly      agreements   agreements
                                   credit        (1)       Holdings    changes         (3)          (3)    
Within 15 days                    150,000        3,654        3,409    -   2,446       73,000       41,091
16 days to 90 days                      0        9,266       41,661    +   2,460       40,000            0
91 days to 1 year                     ---            0       73,632    -   2,349          ---          ---
Over 1 year to 5 years                ---          ---      173,465    +   2,362          ---          ---
Over 5 years to 10 years              ---          ---       90,136    +      15          ---          ---
Over 10 years                         ---          ---       96,563    +      28          ---          ---
                             
All                               150,000       12,920      478,866    +      70      113,000       41,091

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 Banks
Millions of dollars
                                                 Eliminations                          Change since
                                                     from       Wednesday        Wednesday        Wednesday
Assets, liabilities, and capital                consolidation  Jul 2, 2008     Jun 25, 2008      Jul 4, 2007

Assets
Gold certificate account                                           11,037                0                0
Special drawing rights certificate account                          2,200                0                0
Coin                                                                1,317        -      16        +     393
Securities, repurchase agreements, term auction
      credit, and other loans                                     754,785        -  19,164        -  66,204
  Securities held outright                                        478,866        +      70        - 311,687
    U.S. Treasury (1)                                             478,866        +      70        - 311,687       
      Bills (2)                                                    21,740                0        - 255,279
      Notes and bonds, nominal (2)                                412,392                0        -  62,280
      Notes and bonds, inflation-indexed (2)                       39,171                0        +   4,712
      Inflation compensation (3)                                    5,563        +      69        +   1,160
    Federal agency (2)                                                  0                0                0
  Repurchase agreements (4)                                       113,000        -  16,750        +  82,750    
  Term auction credit                                             150,000                0        + 150,000
  Other loans                                                      12,920        -   2,482        +  12,734
Net portfolio holdings of Maiden Lane LLC (5)                      28,893        +  28,893        +  28,893
Items in process of collection                         (659)        1,234        +      21        -   3,682
Bank premises                                                       2,154                0        +     109
Other assets (6)                                                  104,120        +   1,795        +  65,832
     
      Total assets                                     (659)      905,739        +  11,527        +  25,340
                          
Liabilities
Federal Reserve notes, net of F.R. Bank holdings                  795,095        +   7,132        +  13,719
Reverse repurchase agreements (7)                                  41,091        -     958        +   8,882
Deposits                                                 (0)       20,730        +   3,343        -     508       
  Depository institutions                                          16,232        +   3,399        -     523
  U.S. Treasury, general account                                    4,139        -      69        +      22
  Foreign official                                                    109        +       9        +      13
  Other                                                  (0)          251        +       5        -      18
Deferred availability cash items                       (659)        3,393        +     765        -   2,429
Other liabilities and accrued dividends (8,9)                       4,549        +     752        -   1,116

      Total liabilities                                (659)      864,857        +  11,033        +  18,546
                          
Capital accounts
Capital paid in                                                    19,876        -       1        +   3,713
Surplus                                                            18,493        +       7        +   3,094
Other capital accounts                                              2,512        +     488        -      15

      Total capital                                                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, 2008
Millions of dollars
                                                                                                                                                            Kansas                 San
Assets, liabilities, and capital               Total     Boston   New York Philadelphia Cleveland   Richmond   Atlanta    Chicago   St. Louis  Minneapolis   City      Dallas   Francisco

Assets                        
Gold certificate account                      11,037        424      3,935        453        423        891      1,221        913        344        199        349        636      1,249
Special drawing rights certificate acct.       2,200        115        874         83        104        147        166        212         71         30         66         98        234
Coin                                           1,317         38         56        101        113        161        150        163         50         55         93        147        188
Securities, repurchase agreements, term
      auction credit, and other loans        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
  Securities held outright                   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
    U.S. Treasury (1)                        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
      Bills (2)                               21,740        912      7,735        949        824      1,971      2,163      1,919        751        410        798        902      2,405
      Notes and bonds (3)                    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
    Federal agency (2)                             0          0          0          0          0          0          0          0          0          0          0          0          0
  Repurchase agreements (4)                  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
  Term auction credit                        150,000      1,500    100,265        240      2,810     10,806      6,435      4,100      2,016         18        300      2,900     18,611     
  Other loans                                 12,920          2      9,302         42         79         56        232        936        139        262         50         17      1,805
Net portfolio holdings of Maiden Lane 
      LLC (5)                                 28,893          0     28,893          0          0          0          0          0          0          0          0          0          0
Items in process of collection                 1,892         77          0        229        394        166        118        182         43        152        139        176        216
Bank premises                                  2,154        119        212         64        150        203        226        208        124        111        276        253        207
Other assets (6)                             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
Interdistrict settlement account                   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

      Total assets                           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 the
statements 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 is
eliminated, 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
                                                                                                                                                            Kansas                 San
Assets, liabilities, and capital                Total     Boston   New York Philadelphia Cleveland   Richmond   Atlanta    Chicago   St. Louis  Minneapolis   City      Dallas   Francisco

Liabilities                         
Federal Reserve notes outstanding             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
  Less: Notes held by F.R. Banks              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
    Federal Reserve notes, net                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
Reverse repurchase agreements (1)              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
Deposits                                       20,730        883      7,619        956        555      4,738      1,029        922        330        266        476        731      2,225
  Depository institutions                      16,232        874      3,216        952        552      4,686      1,026        920        316        265        475        730      2,222
  U.S. Treasury, general account                4,139          0      4,139          0          0          0          0          0          0          0          0          0          0
  Foreign official                                109          2         79          4          3         11          3          2          0          1          0          1          3
  Other                                           251          6        186          0          0         42          0          0         14          0          1          1          0
Deferred availability cash items                4,051        231          0        587        752        309        326        368         75        343        218        298        545
Other liabilities and accrued                 
  dividends (2,3)                               4,549        140      2,320        146        158        374        334        271        148         95        121        162        279
   
      Total liabilities                       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
                              
Capital                    
Capital paid in                                19,876        764      5,065      2,335      1,322      5,178      1,561      1,280        181        322        208        259      1,401
Surplus                                        18,493      1,050      4,657      1,814      1,291      4,998      1,425        815        180        355        194        364      1,351
Other capital                                   2,512         45        654        269        158        366        234        534         24         18         37         29        142

      Total liabilities and capital           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' Accounts
Millions of dollars

Federal Reserve notes and collateral                                                              Wednesday
                                                                                                 Jul 2, 2008
              
Federal Reserve notes outstanding                                                                  988,324
  Less: Notes held by F.R. Banks not subject to collateralization                                  193,229
    Federal Reserve notes to be collateralized                                                     795,095 
Collateral held against Federal Reserve notes                                                      795,095
  Gold certificate account                                                                          11,037
  Special drawing rights certificate account                                                         2,200
  U.S. Treasury and agency securities pledged (1)                                                  551,564
  Other assets pledged                                                                             230,294

Memo:
Total U.S. Treasury and agency securities (1)                                                      591,866
  Less: Face value of securities under reverse repurchase agreements                                40,302
    U.S. Treasury and agency securities eligible to be pledged                                     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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