<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
                                              NOVEMBER 13, 1995
=================================================================
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                       __________________

                            FORM S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
                         ______________

                THE CHASE MANHATTAN CORPORATION
     (Exact name of Registrant as specified in its charter)

      Delaware                             13-2633613
(State or other jurisdiction  (I.R.S. Employer Identification No.)
of incorporation or
organization)

       1 Chase Manhattan Plaza, New York, New York 10081
                         (212) 552-2222
(Address, including zip code, and telephone number, including  ar
ea code, of Registrant's principal executive offices)

               THE CHASE MANHATTAN STOCK OPTION
                     PROGRAM FOR EMPLOYEES
                    (Full Title of the Plan)
                         _______________

    ARJUN K. MATHRANI                     LESTER J. STEPHENS, JR.
 Executive Vice President                  Senior Vice President
and Chief Financial Officer                   and Controller

   RICHARD J. CANTY                           RONALD C. MAYER
Executive Vice President                         Secretary
     and Treasurer

       1 Chase Manhattan Plaza, New York, New York 10081
                         (212) 552-2222
(Name,  address, including zip code, and telephone number, including
 area code, of agents for service)

                           Copies to:
                     ROBERT B. ADAMS, ESQ.
                The Chase Manhattan Corporation
                      1 Chase Manhattan Plaza
                    New York, New York  10081
                         _________________



                CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------
Title of      Amount to Be   Proposed    Proposed      Amount of
Securities    Registered     Maximum     Maximum     Registration
to be                        Offering    Aggregate       Fee
Registered                   Price Per   Offering
                             Share (1)   Price (1)
- -----------------------------------------------------------------
Common Stock,
par value $2.00
per share.... 12,000,000 Shares
                             $47.125  $565,500,000   $195,000
Junior Participating
Preferred Stock Purchase
Rights....... 12,000,000 Rights
- -----------------------------------------------------------------
(1) Pursuant to Rule 457(h) under the Securities Act of 1933, the
proposed  maximum  offering  price per  share  and  the  proposed
maximum  aggregate offering price are estimated  solely  for  the
purpose  of  calculating the registration fee and are based  upon
the maximum price at which the options may be exercised.

In  addition, pursuant to Rule 416(c) under the Securities Act of
1933,  this  registration statement also covers an  indeterminate
amount  of  interests  to  be offered or  sold  pursuant  to  the
employee benefit plan(s) described herein.

=================================================================

<PAGE> 2

                            PART II

Item 3.  Incorporation of Certain Documents By Reference.

      There  are  incorporated herein by reference the  following
documents  of  the Corporation heretofore filed by  it  with  the
Securities and Exchange Commission:

       (i) Annual Report on Form 10-K for the year ended December
31, 1994, filed pursuant to Section 13 of the Securities Exchange
Act  of  1934 (the "Exchange Act") including, without limitation,
the  portions  of  The  Chase Manhattan Corporation  1994  Annual
Report incorporated therein.

       (ii) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995 filed pursuant to Section 13  of
the Exchange Act.

        (iii) Current Reports on Form 8-K dated January 17, 1995,
January  17,  1995, January 26, 1995, April 17, 1995,  April  19,
1995,  May  2,  1995, May 4, 1995, May 17, 1995, July  17,  1995,
August 28, 1995 and October 16, 1995 filed pursuant to Section 13
of the Exchange Act.

        (iv)  Definitive Proxy Statement dated  March  10,  1995,
filed  pursuant  to Section 14 of the Exchange Act  and  used  in
connection with the 1995 Annual Meeting of Stockholders.

        (v)  Definitive Proxy Statement/Prospectus dated  October
31,  1995, filed as part of a Registration Statement on Form  S-4
under the Securities Act of 1933 (No. 33-63833).

       (vi) The description of the Common Stock contained in Item
14   of  the  Corporation's  General  Form  for  Registration  of
Securities on Form 10, as amended by amendments thereto on Form 8
filed  June 20, 1969, April 8, 1988, May 17, 1990 and  April  19,
1993.

        (vii)   The  description  of  the  Corporation's   Junior
Participating  Preferred Stock Purchase Rights contained  in  the
Registration  Statement on Form 8-A filed February 17,  1989,  as
amended.

     All documents subsequently filed by the Corporation pursuant
to  Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior
to  the  filing of a post-effective amendment to the Registration
Statement which indicates that all of the shares of Common  Stock
offered hereunder have been sold or which deregisters all of such
shares  then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof
from  the  date  of  filing  of such  documents.   The  foregoing
incorporation

<PAGE> 3

by  reference shall not include any information described in Item
402(a)(8) of the Commission's Regulation S-K.


Item 4.  Description of Securities.

      Only securities registered under Section 12 of the Exchange
Act  are being offered and the information required by this  item
is  incorporated  by  reference herein.   See  "Incorporation  of
Certain Documents by Reference."

Item 5.  Interests of Named Experts and Counsel.

      The consolidated financial statements of the Corporation as
of  December 31, 1994 and 1993 and for each of the years  in  the
three-year period ending December 31, 1994 incorporated  in  this
Prospectus  by  reference to the Corporation's Annual  Report  on
Form  10-K  for the year ended December 31, 1994,  have  been  so
incorporated  in reliance on the report of Price Waterhouse  LLP,
independent accountants, given on the authority of said  firm  as
experts in auditing and accounting.

     The validity of the shares of Common Stock offered hereunder
will  be  passed  upon for the Corporation by  Robert  B.  Adams,
Senior   Vice  President  and  Deputy  General  Counsel  of   the
Corporation  and The Chase Manhattan Bank, N.A.  As of  September
30, 1995, Mr. Adams was the beneficial owner of or had options to
purchase less than 0.1% of the outstanding shares of Common Stock
of the Corporation.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law provides
for the indemnification of directors and officers of corporations
organized thereunder in certain circumstances.  In addition, said
Section  145  grants  to  each  such  corporation  the  power  to
indemnify  its  directors  and  officers  against  liability  for
certain of their acts.

     The Restated Certificate of Incorporation and By-Laws of the
Corporation   provide  that  directors  and   officers   of   the
Corporation shall be indemnified to the fullest extent  permitted
by  the  laws  of  the  State of Delaware against  liability  for
certain of their acts.

      Directors' and officers' liability insurance has also  been
obtained  by the Corporation, the effect of which is to indemnify
the  directors  and officers of the Corporation  against  certain
damages and expenses because of certain claims made against  them
caused by their negligent act, error or omission.


Item 7.  Exemption From Registration Claimed.

       This item is not applicable.

<PAGE> 4

Item 8.  Exhibits.

          *4.1  Restated  Certificate  of  Incorporation  of  the
          Corporation   (incorporated  herein  by  reference   to
          Exhibit   (4)(r)  to  the  Corporation's   Registration
          Statement on Form S-3, File No. 33-58144).

          *4.2 Certificate of Designation, Preferences and Rights
          of  Preferred Stock, Adjustable Rate Series N,  of  The
          Chase  Manhattan  Corporation (incorporated  herein  by
          reference to Exhibit 4(e) to the Corporation's  Current
          Report  on Form 8-K dated April 29, 1994, File  No.  1-
          5945).

          *4.3 By-Laws of the Corporation (incorporated herein by
          reference to Exhibit 3(ii) to the Corporation's Current
          Report  on  Form 8-K dated May 17, 1995,  File  No.  1-
          5945).

          *4.4  Rights  Agreement dated as of February  15,  1989
          between  The Chase Manhattan Corporation and The  Chase
          Manhattan  Bank,  N.A.  as Rights  Agent  (incorporated
          herein  by reference to Exhibit 28 to the Corporation's
          Annual  Report on Form 10-K for the year ended December
          31, 1988, File No. 1-5945).

          *4.5  Amendment, dated as of August 27,  1995,  to  the
          Rights  Agreement (incorporated herein by reference  to
          Exhibit  4(b)  to the Corporation's Current  Report  on
          Form 8-K dated August 28, 1995, File No. 1-5945).

           4.6 Form of Certificate for Common Stock.

          *4.7 Form of Rights Certificate (included in Exhibit 4.4).

            5   Opinion of Robert B. Adams, Senior Vice President
          and  Deputy General Counsel of the Corporation,  as  to
          the  legality of the Common Stock being registered  and
          to be issued by the Corporation.

          *20  Definitive  Proxy Statement/Prospectus,  dated  October
          31,  1995  (incorporated herein  by  reference  to  the
          Registration Statement on Form S-4, File No. 33-63833).

          23.1 Consent of Price Waterhouse LLP.

          23.2 Consent of Robert B. Adams (included in Exhibit 5).

          24   Power of Attorney (appearing on page 7).
__________________

* Incorporated herein by reference.

<PAGE> 5

Item 9.  Undertakings

The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being  made,  of  the securities offered hereby, a post-effective
amendment to this Registration Statement:

           (i)   to  include any prospectus required  by  Section
10(a)(3) of the Securities Act of 1933;

           (ii)  to reflect in the prospectus any facts or events
arising  after the effective date of this Registration  Statement
(or  the  most  recent post-effective amendment  thereof)  which,
individually or in the aggregate, represent a fundamental  change
in the information set forth in the Registration Statement;

          (iii)  to include any material information with respect
to  the  plan  of  distribution not previously disclosed  in  the
Registration Statement or any material change to such information
in the Registration Statement;

provided,  however, that the undertakings in paragraphs  (i)  and
(ii)  above  do  not  apply  if the information  required  to  be
included  in  a  post-effective amendment by those paragraphs  is
contained in periodic reports filed by the Registrant pursuant to
Section  13  or Section 15(d) of the Securities Exchange  Act  of
1934  that  are  incorporated by reference  in  the  Registration
Statement.

      (2)   That,  for the purpose of determining  any  liability
under  the  Securities  Act  of 1933,  each  such  post-effective
amendment  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

      (3)   To  remove  from registration by  means  of  a  post-
effective amendment any of the securities being registered hereby
which remain unsold at the termination of the offering.

      The  undersigned  Registrant hereby  undertakes  that,  for
purposes of determining any liability under the Securities Act of
1933,  each filing of the Registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act  of
1934,  (and, where applicable, each filing of an employee benefit
plan's  annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference  in  this
Registration  Statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.


<PAGE> 6

     Insofar as indemnification for liabilities arising under the
Securities  Act  of 1933 may be permitted to directors,  officers
and  controlling  persons  of  the  Registrant  pursuant  to  the
foregoing  provisions,  or otherwise,  the  Registrant  has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in  the  Securities Act of  1933  and  is,  therefore,
unenforceable.   In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being  registered, the Registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in the Securities Act of 1933 and will be governed  by
the final adjudication of such issue.


<PAGE> 7

                       POWER OF ATTORNEY

     The Registrant and each person whose signature appears below
hereby   authorizes  any  agent  for  service   named   in   this
Registration Statement to file one or more amendments (including,
without   limitation,   post-effective   amendments)   to    this
Registration Statement, which amendments may make such changes in
this  Registration  Statement as such  agent  for  service  deems
appropriate,  and  the  Registrant and each  such  person  hereby
appoints  any  such  agent  for service  as  attorney-in-fact  to
execute in the name and on behalf of the Registrant and each such
person, individually and in each capacity stated below, any  such
amendments to this Registration Statement.
                   __________________________

                           SIGNATURES

      The  Registrant.   Pursuant  to  the  requirements  of  the
Securities  Act  of 1933, the Registrant certifies  that  it  has
reasonable  grounds  to  believe  that  it  meets  all   of   the
requirements  for  filing on Form S-8 and has  duly  caused  this
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in The City of New  York,
State of New York, on this 13th day of November, 1995.

                              THE CHASE MANHATTAN CORPORATION

                              By: /s/ Thomas G. Labrecque
                                   (Thomas G. Labrecque)
                                   (Chairman of the Board)

           Pursuant to the requirements of the Securities Act  of
1933,  this  Registration  Statement  has  been  signed  by   the
following persons in the capacities and on the dates indicated.

     Signature                Capacity            Date

/s/ Thomas G. Labrecque       Director       November 13, 1995
(Thomas G. Labrecque)      Chairman of the Board
                         (Principal Executive Officer)

/s/  Donald  L. Boudreau      Director       November  13, 1995
(Donald L. Boudreau)

/s/  Richard  J. Boyle        Director       November  13, 1995
(Richard J. Boyle)

/s/ E. Michel Kruse           Director       November 13, 1995
(E. Michel Kruse)


<PAGE> 8

/s/  Susan  V. Berresford    Director        November  13, 1995
(Susan V. Berresford)

/s/  M.  Anthony Burns       Director        November  13, 1995
(M. Anthony Burns)

/s/  James  L. Ferguson      Director        November  13, 1995
(James L. Ferguson)

/s/  H.  Laurance Fuller     Director        November  13, 1995
(H. Laurance Fuller)

/s/  William  H. Gray, III   Director        November  13, 1995
(William H. Gray, III)

                             Director        November  __, 1995
(David T. Kearns)

/s/  Delano  E. Lewis        Director        November  13, 1995
(Delano E. Lewis)

/s/  Paul  W. MacAvoy        Director        November  13, 1995
(Paul W. MacAvoy)

/s/  John  H. McArthur       Director        November  13, 1995
(John H. McArthur)

/s/  David  T. McLaughlin    Director        November  13, 1995
(David T. McLaughlin)

/s/  Edmund  T. Pratt, Jr.   Director        November  13, 1995
(Edmund T. Pratt, Jr.)

/s/  Henry  B. Schacht       Director        November  13, 1995
(Henry B. Schacht)

/s/  Donald  H. Trautlein    Director        November  13, 1995
(Donald H. Trautlein)

/s/  Arjun  K. Mathrani      Executive Vice  November  13, 1995
(Arjun K. Mathrani)          President and Chief
                             Financial Officer
                             (Principal Financial Officer)

/s/  Lester  J. Stephens, Jr. Senior Vice     November  13, 1995
(Lester J. Stephens, Jr.)     President and Controller
                              (Principal Accounting Officer)


<PAGE> 9

                    EXHIBIT INDEX

Exhibit             Description


*4.1   Restated Certificate of Incorporation.
*4.2   Certificate  of  Designation, Preferences  and  Rights  of
       Preferred Stock, Adjustable Rate Series N.
*4.3   By-laws.
*4.4   Rights Agreement.
*4.5   Amendment to the Rights Agreement.
 4.6   Form of Certificate of Common Stock.
*4.7   Form of Rights Certificate (included in Exhibit 4.4)
 5     Opinion of Robert B. Adams.
*20    Definitive  Proxy Statement/Prospectus, dated October  31,
       1995  (incorporated herein by reference to the Registration
       Statement on Form S-4, File No. 33-63833).
23.1   Consent of Price Waterhouse LLP.
23.2   Consent of Robert B. Adams (included in Exhibit 5).
24     Power of Attorney (appearing on page 7).











________________________________

*   Incorporated herein by reference.










61918
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1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
                                              NOVEMBER 13, 1995
=================================================================
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                       __________________

                            FORM S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
                         ______________

                THE CHASE MANHATTAN CORPORATION
     (Exact name of Registrant as specified in its charter)

      Delaware                             13-2633613
(State or other jurisdiction  (I.R.S. Employer Identification No.)
of incorporation or
organization)

       1 Chase Manhattan Plaza, New York, New York 10081
                         (212) 552-2222
(Address, including zip code, and telephone number, including  ar
ea code, of Registrant's principal executive offices)

               THE CHASE MANHATTAN STOCK OPTION
                     PROGRAM FOR EMPLOYEES
                    (Full Title of the Plan)
                         _______________

    ARJUN K. MATHRANI                     LESTER J. STEPHENS, JR.
 Executive Vice President                  Senior Vice President
and Chief Financial Officer                   and Controller

   RICHARD J. CANTY                           RONALD C. MAYER
Executive Vice President                         Secretary
     and Treasurer

       1 Chase Manhattan Plaza, New York, New York 10081
                         (212) 552-2222
(Name,  address, including zip code, and telephone number, including
 area code, of agents for service)

                           Copies to:
                     ROBERT B. ADAMS, ESQ.
                The Chase Manhattan Corporation
                      1 Chase Manhattan Plaza
                    New York, New York  10081
                         _________________

                CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------
Title of      Amount to Be   Proposed    Proposed      Amount of
Securities    Registered     Maximum     Maximum     Registration
to be                        Offering    Aggregate       Fee
Registered                   Price Per   Offering
                             Share (1)   Price (1)
- -----------------------------------------------------------------
Common Stock,
par value $2.00
per share.... 12,000,000 Shares
                             $47.125  $565,500,000   $195,000
Junior Participating
Preferred Stock Purchase
Rights....... 12,000,000 Rights
- -----------------------------------------------------------------
(1) Pursuant to Rule 457(h) under the Securities Act of 1933, the
proposed  maximum  offering  price per  share  and  the  proposed
maximum  aggregate offering price are estimated  solely  for  the
purpose  of  calculating the registration fee and are based  upon
the maximum price at which the options may be exercised.

In  addition, pursuant to Rule 416(c) under the Securities Act of
1933,  this  registration statement also covers an  indeterminate
amount  of  interests  to  be offered or  sold  pursuant  to  the
employee benefit plan(s) described herein.

=================================================================
2

                            PART II

Item 3.  Incorporation of Certain Documents By Reference.

      There  are  incorporated herein by reference the  following
documents  of  the Corporation heretofore filed by  it  with  the
Securities and Exchange Commission:

       (i) Annual Report on Form 10-K for the year ended December
31, 1994, filed pursuant to Section 13 of the Securities Exchange
Act  of  1934 (the "Exchange Act") including, without limitation,
the  portions  of  The  Chase Manhattan Corporation  1994  Annual
Report incorporated therein.

       (ii) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995 filed pursuant to Section 13  of
the Exchange Act.

        (iii) Current Reports on Form 8-K dated January 17, 1995,
January  17,  1995, January 26, 1995, April 17, 1995,  April  19,
1995,  May  2,  1995, May 4, 1995, May 17, 1995, July  17,  1995,
August 28, 1995 and October 16, 1995 filed pursuant to Section 13
of the Exchange Act.

        (iv)  Definitive Proxy Statement dated  March  10,  1995,
filed  pursuant  to Section 14 of the Exchange Act  and  used  in
connection with the 1995 Annual Meeting of Stockholders.

        (v)  Definitive Proxy Statement/Prospectus dated  October
31,  1995, filed as part of a Registration Statement on Form  S-4
under the Securities Act of 1933 (No. 33-63833).

       (vi) The description of the Common Stock contained in Item
14   of  the  Corporation's  General  Form  for  Registration  of
Securities on Form 10, as amended by amendments thereto on Form 8
filed  June 20, 1969, April 8, 1988, May 17, 1990 and  April  19,
1993.

        (vii)   The  description  of  the  Corporation's   Junior
Participating  Preferred Stock Purchase Rights contained  in  the
Registration  Statement on Form 8-A filed February 17,  1989,  as
amended.

     All documents subsequently filed by the Corporation pursuant
to  Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior
to  the  filing of a post-effective amendment to the Registration
Statement which indicates that all of the shares of Common  Stock
offered hereunder have been sold or which deregisters all of such
shares  then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof
from  the  date  of  filing  of such  documents.   The  foregoing
incorporation
3

by  reference shall not include any information described in Item
402(a)(8) of the Commission's Regulation S-K.

Item 4.  Description of Securities.

      Only securities registered under Section 12 of the Exchange
Act  are being offered and the information required by this  item
is  incorporated  by  reference herein.   See  "Incorporation  of
Certain Documents by Reference."

Item 5.  Interests of Named Experts and Counsel.

      The consolidated financial statements of the Corporation as
of  December 31, 1994 and 1993 and for each of the years  in  the
three-year period ending December 31, 1994 incorporated  in  this
Prospectus  by  reference to the Corporation's Annual  Report  on
Form  10-K  for the year ended December 31, 1994,  have  been  so
incorporated  in reliance on the report of Price Waterhouse  LLP,
independent accountants, given on the authority of said  firm  as
experts in auditing and accounting.

     The validity of the shares of Common Stock offered hereunder
will  be  passed  upon for the Corporation by  Robert  B.  Adams,
Senior   Vice  President  and  Deputy  General  Counsel  of   the
Corporation  and The Chase Manhattan Bank, N.A.  As of  September
30, 1995, Mr. Adams was the beneficial owner of or had options to
purchase less than 0.1% of the outstanding shares of Common Stock
of the Corporation.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law provides
for the indemnification of directors and officers of corporations
organized thereunder in certain circumstances.  In addition, said
Section  145  grants  to  each  such  corporation  the  power  to
indemnify  its  directors  and  officers  against  liability  for
certain of their acts.

     The Restated Certificate of Incorporation and By-Laws of the
Corporation   provide  that  directors  and   officers   of   the
Corporation shall be indemnified to the fullest extent  permitted
by  the  laws  of  the  State of Delaware against  liability  for
certain of their acts.

      Directors' and officers' liability insurance has also  been
obtained  by the Corporation, the effect of which is to indemnify
the  directors  and officers of the Corporation  against  certain
damages and expenses because of certain claims made against  them
caused by their negligent act, error or omission.

Item 7.  Exemption From Registration Claimed.

       This item is not applicable.
4

Item 8.  Exhibits.

          *4.1  Restated  Certificate  of  Incorporation  of  the
          Corporation   (incorporated  herein  by  reference   to
          Exhibit   (4)(r)  to  the  Corporation's   Registration
          Statement on Form S-3, File No. 33-58144).

          *4.2 Certificate of Designation, Preferences and Rights
          of  Preferred Stock, Adjustable Rate Series N,  of  The
          Chase  Manhattan  Corporation (incorporated  herein  by
          reference to Exhibit 4(e) to the Corporation's  Current
          Report  on Form 8-K dated April 29, 1994, File  No.  1-
          5945).

          *4.3 By-Laws of the Corporation (incorporated herein by
          reference to Exhibit 3(ii) to the Corporation's Current
          Report  on  Form 8-K dated May 17, 1995,  File  No.  1-
          5945).

          *4.4  Rights  Agreement dated as of February  15,  1989
          between  The Chase Manhattan Corporation and The  Chase
          Manhattan  Bank,  N.A.  as Rights  Agent  (incorporated
          herein  by reference to Exhibit 28 to the Corporation's
          Annual  Report on Form 10-K for the year ended December
          31, 1988, File No. 1-5945).

          *4.5  Amendment, dated as of August 27,  1995,  to  the
          Rights  Agreement (incorporated herein by reference  to
          Exhibit  4(b)  to the Corporation's Current  Report  on
          Form 8-K dated August 28, 1995, File No. 1-5945).

           4.6 Form of Certificate for Common Stock.

          *4.7 Form of Rights Certificate (included in Exhibit 4.4).

            5   Opinion of Robert B. Adams, Senior Vice President
          and  Deputy General Counsel of the Corporation,  as  to
          the  legality of the Common Stock being registered  and
          to be issued by the Corporation.

          *20  Definitive  Proxy Statement/Prospectus,  dated  October
          31,  1995  (incorporated herein  by  reference  to  the
          Registration Statement on Form S-4, File No. 33-63833).

          23.1 Consent of Price Waterhouse LLP.

          23.2 Consent of Robert B. Adams (included in Exhibit 5).

          24   Power of Attorney (appearing on page 7).
__________________

* Incorporated herein by reference.
5

Item 9.  Undertakings

The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being  made,  of  the securities offered hereby, a post-effective
amendment to this Registration Statement:

           (i)   to  include any prospectus required  by  Section
10(a)(3) of the Securities Act of 1933;

           (ii)  to reflect in the prospectus any facts or events
arising  after the effective date of this Registration  Statement
(or  the  most  recent post-effective amendment  thereof)  which,
individually or in the aggregate, represent a fundamental  change
in the information set forth in the Registration Statement;

          (iii)  to include any material information with respect
to  the  plan  of  distribution not previously disclosed  in  the
Registration Statement or any material change to such information
in the Registration Statement;

provided,  however, that the undertakings in paragraphs  (i)  and
(ii)  above  do  not  apply  if the information  required  to  be
included  in  a  post-effective amendment by those paragraphs  is
contained in periodic reports filed by the Registrant pursuant to
Section  13  or Section 15(d) of the Securities Exchange  Act  of
1934  that  are  incorporated by reference  in  the  Registration
Statement.

      (2)   That,  for the purpose of determining  any  liability
under  the  Securities  Act  of 1933,  each  such  post-effective
amendment  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

      (3)   To  remove  from registration by  means  of  a  post-
effective amendment any of the securities being registered hereby
which remain unsold at the termination of the offering.

      The  undersigned  Registrant hereby  undertakes  that,  for
purposes of determining any liability under the Securities Act of
1933,  each filing of the Registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act  of
1934,  (and, where applicable, each filing of an employee benefit
plan's  annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference  in  this
Registration  Statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.
6

     Insofar as indemnification for liabilities arising under the
Securities  Act  of 1933 may be permitted to directors,  officers
and  controlling  persons  of  the  Registrant  pursuant  to  the
foregoing  provisions,  or otherwise,  the  Registrant  has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in  the  Securities Act of  1933  and  is,  therefore,
unenforceable.   In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being  registered, the Registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in the Securities Act of 1933 and will be governed  by
the final adjudication of such issue.
7

                       POWER OF ATTORNEY

     The Registrant and each person whose signature appears below
hereby   authorizes  any  agent  for  service   named   in   this
Registration Statement to file one or more amendments (including,
without   limitation,   post-effective   amendments)   to    this
Registration Statement, which amendments may make such changes in
this  Registration  Statement as such  agent  for  service  deems
appropriate,  and  the  Registrant and each  such  person  hereby
appoints  any  such  agent  for service  as  attorney-in-fact  to
execute in the name and on behalf of the Registrant and each such
person, individually and in each capacity stated below, any  such
amendments to this Registration Statement.
                   __________________________

                           SIGNATURES

      The  Registrant.   Pursuant  to  the  requirements  of  the
Securities  Act  of 1933, the Registrant certifies  that  it  has
reasonable  grounds  to  believe  that  it  meets  all   of   the
requirements  for  filing on Form S-8 and has  duly  caused  this
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in The City of New  York,
State of New York, on this 13th day of November, 1995.

                              THE CHASE MANHATTAN CORPORATION

                              By: /s/ Thomas G. Labrecque
                                   (Thomas G. Labrecque)
                                   (Chairman of the Board)

           Pursuant to the requirements of the Securities Act  of
1933,  this  Registration  Statement  has  been  signed  by   the
following persons in the capacities and on the dates indicated.

     Signature                Capacity            Date

/s/ Thomas G. Labrecque       Director       November 13, 1995
(Thomas G. Labrecque)      Chairman of the Board
                         (Principal Executive Officer)

/s/  Donald  L. Boudreau      Director       November  13, 1995
(Donald L. Boudreau)

/s/  Richard  J. Boyle        Director       November  13, 1995
(Richard J. Boyle)

/s/ E. Michel Kruse           Director       November 13, 1995
(E. Michel Kruse)
8

/s/  Susan  V. Berresford    Director        November  13, 1995
(Susan V. Berresford)

/s/  M.  Anthony Burns       Director        November  13, 1995
(M. Anthony Burns)

/s/  James  L. Ferguson      Director        November  13, 1995
(James L. Ferguson)

/s/  H.  Laurance Fuller     Director        November  13, 1995
(H. Laurance Fuller)

/s/  William  H. Gray, III   Director        November  13, 1995
(William H. Gray, III)

                             Director        November  __, 1995
(David T. Kearns)

/s/  Delano  E. Lewis        Director        November  13, 1995
(Delano E. Lewis)

/s/  Paul  W. MacAvoy        Director        November  13, 1995
(Paul W. MacAvoy)

/s/  John  H. McArthur       Director        November  13, 1995
(John H. McArthur)

/s/  David  T. McLaughlin    Director        November  13, 1995
(David T. McLaughlin)

/s/  Edmund  T. Pratt, Jr.   Director        November  13, 1995
(Edmund T. Pratt, Jr.)

/s/  Henry  B. Schacht       Director        November  13, 1995
(Henry B. Schacht)

/s/  Donald  H. Trautlein    Director        November  13, 1995
(Donald H. Trautlein)

/s/  Arjun  K. Mathrani      Executive Vice  November  13, 1995
(Arjun K. Mathrani)          President and Chief
                             Financial Officer
                             (Principal Financial Officer)

/s/  Lester  J. Stephens, Jr. Senior Vice     November  13, 1995
(Lester J. Stephens, Jr.)     President and Controller
                              (Principal Accounting Officer)
9

                    EXHIBIT INDEX

Exhibit             Description

*4.1   Restated Certificate of Incorporation.
*4.2   Certificate  of  Designation, Preferences  and  Rights  of
       Preferred Stock, Adjustable Rate Series N.
*4.3   By-laws.
*4.4   Rights Agreement.
*4.5   Amendment to the Rights Agreement.
 4.6   Form of Certificate of Common Stock.
*4.7   Form of Rights Certificate (included in Exhibit 4.4)
 5     Opinion of Robert B. Adams.
*20    Definitive  Proxy Statement/Prospectus, dated October  31,
       1995  (incorporated herein by reference to the Registration
       Statement on Form S-4, File No. 33-63833).
23.1   Consent of Price Waterhouse LLP.
23.2   Consent of Robert B. Adams (included in Exhibit 5).
24     Power of Attorney (appearing on page 7).

________________________________

*   Incorporated herein by reference.

61918