<PAGE> 1
                                          File No. 333-____________
Post-Effective Amendment No.1 to Registration Statement No.33-49913
Post-Effective Amendment No.2 to Registration Statement No.33-40272
============================================================


               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                       __________________

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

                THE CHASE MANHATTAN CORPORATION
        (formerly known as Chemical Banking Corporation)
     (Exact name of Registrant as specified in its charter)

      Delaware                             13-2624428
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

         270 Park Avenue, New York, New York 10017-2070
                         (212) 270-6000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

              THE CHASE MANHATTAN 1996 LONG-TERM
                         INCENTIVE PLAN
                    (Full Title of the Plan)
                         _______________

                        ANTHONY J. HORAN
                       Corporate Secretary
                The Chase Manhattan Corporation
         270 Park Avenue, New York, New York 10017-2070
                         (212) 270-6000
(Name,  address, including zip code, and telephone number,
       including area code, of agent for service)


                            Copy to:

                      NEILA B. RADIN, ESQ.
                The Chase Manhattan Corporation
                        270 Park Avenue
                  New York, New York  10017-2070
                         _________________

                 CALCULATION OF REGISTRATION FEE

- ------------------------------------------------------------
<TABLE>
<CAPTION>
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)

- ------------------------------------------------------------

<S>          <C>          <C>         <C>              <C>
Common Stock,
par value $1
per share... 35,000,000   $67.6875    $2,369,062,500   $816,918.10
               shares
- ------------------------------------------------------------
<FN>
  (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 average of the high and low prices of the Common Stock
on the composite  reporting system for stocks listed  on  the  New
York Stock Exchange, Inc. on July 8, 1996.
</FN>
</TABLE>
     Pursuant to Rule 429 under the Securities Act of 1933,
this Registration Statement constitutes Post-Effective Amendment
No.1 to Registration Statement on Form S-8 (File No. 33-49913)
and Post-Effective Amendment No.2 to Registration Statement on
Form S-8 (File No.33-40272).




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


<PAGE> 2
                             PART I

Item 1.  Plan Information.

       The   Chase   Manhattan  Corporation  (the "Corporation")
(formerly Chemical Banking Corporation) will deliver, or
cause to be delivered, the Prospectus relating hereto to each
offeree of securities covered by this Registration Statement.


Item   2.   Registrant  Information  and  Employee  Plan
Annual Information.

      The Corporation will, upon written or oral request,
provide without charge to any person to whom the Prospectus
relating to this Registration Statement is delivered, a copy of any
and all of the information which has been incorporated by
reference in such Prospectus and this Registration Statement (pursuant to
Item 3  of  Part II below).  Such requests should be directed  to
the Office  of  the  Secretary, The Chase Manhattan Corporation,
270 Park Avenue, New York, New York  10017-2070 (telephone (212)
270-4040).


                            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, 1995;

         (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 
              1996;

        (iii) Current Reports on Form 8-K dated January 12, 1996, 
              January 18, 1996, January 19, 1996, February 5, 1996,
              March 25, 1996, March 31, 1996 and April 16, 1996; and

         (iv) The description of the Common Stock set forth in the  
              Corporation's  Registration  Statement  filed  pursuant
              to Section 12 of the Securities Exchange Act of 1934 
              (the "Exchange Act") and any amendment or report filed 
              for the purpose of updating that description.

      All documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent
to the date hereof and prior to the filing of a post-effective
amendment to this 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.

<PAGE> 3

Item 4.  Description of Securities.

      Only securities registered under Section 12 of the
Exchange Act are being offered.


Item 5.  Interests of Named Experts and Counsel.

      The consolidated financial statements of the
Corporation as of  December 31, 1995 and 1994 and for each of the years in
the three-year  period ended December 31, 1995 incorporated in
this Prospectus  by reference to the Corporation's 1995 Annual
Report and by reference, to the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1995 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 legality of the shares of Common Stock offered
hereunder has  been  passed  upon for the Corporation by  Neila  B.
Radin, counsel  to  the  Corporation and a  Senior  Vice  President
and Associate General Counsel of Chemical Bank.


Item 6.  Indemnification of Directors and Officers.

      Pursuant  to  the  Delaware General  Corporation  Law
(the "DGCL"),  a  corporation may indemnify any person  in
connection with  any  threatened,  pending  or  completed  action,
suit  or proceeding,   whether   civil,   criminal,   administrative
or investigative (other than a derivative action by or in the
right of  such corporation) who is or was a director, officer,
employee or  agent of such corporation, or serving at the request of
such corporation   in   such   capacity   for   another
corporation, partnership,  joint  venture, trust or other enterprise,
against expenses  (including  attorneys'  fees),  judgments,  fines
and amounts  paid in settlement actually and reasonably
incurred  in connection  with such action, suit or proceeding, if such
person acted in good faith and in a manner he or she reasonably
believed to   be  in  or  not  opposed  to  the  best  interests  of
such corporation,  and,  with  respect  to  any  criminal  action
or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

     The DGCL also permits indemnification by a corporation
under similar circumstances for expenses (including attorneys'
fees) actually and reasonably incurred by such persons in
connection with  the  defense or settlement of a derivative  action,
except that  no  indemnification shall be made in respect of any
claim, issue  or matter as to which such person shall have been
adjudged to  be liable to such corporation unless the Court of
Chancery or the  court  in  which  such  action or  suit  was  brought
shall determine  upon  application  that  such  person  is  fairly
and reasonably  entitled  to indemnity for such expenses  which
such court shall deem proper.

<PAGE> 4

      The  DGCL provides that the indemnification described
above shall  not be deemed exclusive of other indemnification that
may be   granted   by   a  corporation  pursuant  to   its   By-
Laws, disinterested directors' vote, stockholders' vote,
agreement  or otherwise.

      The  DGCL  also  provides corporations with  the
power  to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the
corporation, or is  or was serving at the request of the corporation in a
similar capacity  for  another corporation, partnership,  joint
venture, trust  or other enterprise against any liability asserted against
him  or  her in any such capacity, or arising out of his  or
her status  as  such, whether or not the corporation would  have
the power to indemnify him or her against such liability as
described above.

     The Restated Certificate of Incorporation of the
Corporation provides  that, to the fullest extent that the DGCL as from
time to  time in effect permits the limitation or elimination  of
the liability of directors, no director of the Corporation
shall be personally  liable  to  the Corporation or its  stockholders
for monetary damages for breach of fiduciary duty as a director.

      The  Corporation's  Restated Certificate  of
Incorporation empowers  the  Corporation to indemnify  any  director,
officer, employee or agent of the Corporation or any other person
who  is serving  at  the Corporation's request in any such capacity
with another  corporation, partnership, joint venture, trust or
other enterprise  (including, without limitation, an  employee
benefit plan) to the fullest extent permitted under the DGCL as from
time to  time in effect, and any such indemnification may
continue  as to  any person who has ceased to be a director, officer,
employee or agent and may inure to the benefit of the heirs,
executors and administrators of such a person.

     The Corporation's Restated Certificate of Incorporation
also empowers  the  Corporation by action of its Board  of
Directors, notwithstanding any interest of the directors in the
action,  to purchase  and maintain insurance in such amounts as the
Board  of Directors  deems  appropriate to protect any  director,
officer, employee or agent of the Corporation or any other person
who  is serving  at  the Corporation's request in any such capacity
with another  corporation, partnership, joint venture, trust or
other enterprise  (including, without limitation, an  employee
benefit plan)  against any liability asserted against him or
incurred  by him  in  any  such  capacity arising out of his  status  as
such including,   without  limitation,  expenses,   judgments,
fines (including any excise taxes assessed on a person with
respect to any employee benefit plan) and amounts paid in settlement)
to the fullest  extent permitted under the DGCL as from time to
time  in effect, whether or not the Corporation would have the power
or be required to indemnify any such individual under the terms of
any agreement or by-law or the DGCL.

<PAGE> 5

        In addition, the Corporation's By-laws require
indemnification to the fullest extent permitted under applicable law,  
as from time to time in effect. The By-laws provide a
clear and unconditional right to indemnification  for
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement  actually and reasonably incurred  by  any
person in connection   with   any   threatened,   pending   or
completed investigation, claim, action, suit or proceeding, whether
civil, administrative  or  investigative  (including,  to   the
extent permitted  by law, any derivative action) by reason of  the
fact that  such  person  is  or was serving as  a  director,
officer, employee  or agent of the Corporation or, at the request  of
the Corporation, of another corporation, partnership, joint
venture, trust  or  other  enterprise (including, without  limitation,  an
employee  benefit plan). The By-laws specify that  the
right  to indemnification  so  provided  is a  contract  right,  set
forth certain  procedural and evidentiary standards applicable  to
the enforcement of a claim under the By-laws, entitle the
persons  to be  indemnified to be reimbursed for the expenses of
prosecuting any  such claim against the Corporation and entitle them to
have all  expenses incurred in advance of the final disposition
of  a proceeding paid by the Corporation. Such provisions,
however, are intended  to  be  in  furtherance and not in  limitation  of
the general  right to indemnification provided in the By-laws,
which right  of indemnification and of advancement of expenses  is
not exclusive.

      The Corporation's By-laws also provide that the
Corporation may enter into contracts with any director, officer,
employee  or agent  of  the  Corporation in furtherance of the
indemnification provisions in the By-laws, as well as create a trust fund,
grant a  security  interest  or  use other  means  (including,
without limitation,  a  letter of credit) to ensure  payment  of
amounts indemnified.

Item 7.  Exemption From Registration Claimed.

       This item is not applicable.


Item 8.  Exhibits.

          4.1   Amended and Restated Certificate of Incorporation
          of the Corporation.

          4.2   By-Laws   of   the   Corporation   as amended
          (incorporated herein by reference to Exhibit 3.2 of the
          Corporation's  Annual  Report  on  Form   10-K, dated
          December 31, 1993, File No. 1-5805).

          5.   Opinion  of  Neila  B.  Radin,  counsel  to the
          Corporation  and a Senior Vice President and Associate
          General Counsel of Chemical Bank, as to the legality of
          the  Common Stock being registered and to be issued  by
          the Corporation.
<PAGE> 6

          23.1 Consent of Price Waterhouse LLP.

          23.2 Consent of Neila B. Radin (included in Exhibit 5).

          24   Powers of Attorney.



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 this Registration Statement;

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

<PAGE> 7

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.
 
     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
provisions of  Item  6 above, 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> 8

                           SIGNATURES

      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  10th day  of
July, 1996.


                            THE CHASE MANHATTAN CORPORATION


                              By: /s/ Anthony J. Horan
                                   Anthony J. Horan
                                   Secretary

           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

                       Chairman of the Board,
                       Chief Executive Officer
                       and Director
                       (Principal Executive
           *             Officer)                  July 10, 1996
Walter V. Shipley


                       President,
           *           Chief Operating Officer
Thomas G. Labrecque    and Director                July 10, 1996


                       Senior Vice Chairman of
           *           the Board and Director      July 10, 1996
Edward D. Miller


          *              Vice Chairman of the
William B. Harrison, Jr. Board and Director        July 10, 1996


           *             Vice Chairman of the
E. Michel Kruse          Board and Director        July 10, 1996


          *
Frank A. Bennack, Jr.    Director                  July 10, 1996
<PAGE> 9

        *                Director                  July 10, 1996
Susan V. Berresford


        *                Director                  July 10, 1996
M. Anthony Burns


        *                Director                  July 10, 1996
H. Laurance Fuller


        *                Director                  July 10, 1996
Melvin R. Goodes


        *                Director                  July 10, 1996
William H. Gray III


        *                Director                  July 10, 1996
George V. Grune


        *                Director                  July 10, 1996
Harold S. Hook


        *                Director                  July 10, 1996
Helene L. Kaplan


        *                Director                  July 10, 1996
J. Bruce Llewellyn


        *                Director                  July 10, 1996 
Edmund T. Pratt, Jr.


        *                Director                  July 10, 1996
Henry B. Schacht


        *                Director                  July 10, 1996
Andrew C. Sigler


        *                Director                  July 10, 1996
John R. Stafford


        *                Director                  July 10, 1996
Marina v.N. Whitman
<PAGE> 10


        *                                          July 10, 1996
Peter J. Tobin           Chief Financial Officer
                         (Principal Financial Officer)



        *                                          July 10, 1996
Joseph L. Sclafani       Controller
                         (Principal Accounting Officer)



*Anthony  J.  Horan hereby signs this Registration Statement  on
Form  S-8  on  July 10, 1996 on behalf of each of the indicated
persons  for whom he is attorney-in-fact pursuant to a power  of
attorney filed herein.


                         By: /s/ Anthony J. Horan
                            Anthony J. Horan
                            Secretary
<PAGE> 11
                         EXHIBIT INDEX



Exhibit             Description


   4.1    Restated Certificate of Incorporation.
   4.2    By-Laws (incorporated herein by reference to Exhibit 3.2
          of  the Corporation's Annual Report on Form 10-K, dated
          December 31, 1993, File No. 1-5805).
   5      Opinion of Neila B. Radin
   23.1   Consent of Price Waterhouse LLP.
   23.2   Consent  of  Neila  B.  Radin (included in Exhibit 5).
   24     Powers of Attorney.





















74050
[{"type": "S-8", "sequence": "1", "description": "S-8 LTIP DATED 7/10/96", "secsgml_size_bytes": 22592}]
{"company-data": {"conformed-name": "CHASE MANHATTAN CORP /DE/", "cik": "0000019617", "assigned-sic": "6022", "irs-number": "132624428", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07941", "film-number": "96593345"}, "business-address": {"street1": "270 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2122706000"}, "former-company": [{"former-conformed-name": "CHEMICAL BANKING CORP", "date-changed": "19920703"}, {"former-conformed-name": "CHEMICAL NEW YORK CORP", "date-changed": "19880508"}]}
1
                                          File No. 333-____________
Post-Effective Amendment No.1 to Registration Statement No.33-49913
Post-Effective Amendment No.2 to Registration Statement No.33-40272
============================================================

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                       __________________

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

                THE CHASE MANHATTAN CORPORATION
        (formerly known as Chemical Banking Corporation)
     (Exact name of Registrant as specified in its charter)

      Delaware                             13-2624428
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

         270 Park Avenue, New York, New York 10017-2070
                         (212) 270-6000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

              THE CHASE MANHATTAN 1996 LONG-TERM
                         INCENTIVE PLAN
                    (Full Title of the Plan)
                         _______________

                        ANTHONY J. HORAN
                       Corporate Secretary
                The Chase Manhattan Corporation
         270 Park Avenue, New York, New York 10017-2070
                         (212) 270-6000
(Name,  address, including zip code, and telephone number,
       including area code, of agent for service)

                            Copy to:

                      NEILA B. RADIN, ESQ.
                The Chase Manhattan Corporation
                        270 Park Avenue
                  New York, New York  10017-2070
                         _________________

                 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 $1
per share... 35,000,000   $67.6875    $2,369,062,500   $816,918.10
               shares
- ------------------------------------------------------------
(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 average of the high and low prices of the Common Stock
on the composite  reporting system for stocks listed  on  the  New
York Stock Exchange, Inc. on July 8, 1996.
Pursuant to Rule 429 under the Securities Act of 1933,
this Registration Statement constitutes Post-Effective Amendment
No.1 to Registration Statement on Form S-8 (File No. 33-49913)
and Post-Effective Amendment No.2 to Registration Statement on
Form S-8 (File No.33-40272).

============================================================
2
                             PART I

Item 1.  Plan Information.

       The   Chase   Manhattan  Corporation  (the "Corporation")
(formerly Chemical Banking Corporation) will deliver, or
cause to be delivered, the Prospectus relating hereto to each
offeree of securities covered by this Registration Statement.

Item   2.   Registrant  Information  and  Employee  Plan
Annual Information.

      The Corporation will, upon written or oral request,
provide without charge to any person to whom the Prospectus
relating to this Registration Statement is delivered, a copy of any
and all of the information which has been incorporated by
reference in such Prospectus and this Registration Statement (pursuant to
Item 3  of  Part II below).  Such requests should be directed  to
the Office  of  the  Secretary, The Chase Manhattan Corporation,
270 Park Avenue, New York, New York  10017-2070 (telephone (212)
270-4040).

                            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, 1995;

         (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 
              1996;

        (iii) Current Reports on Form 8-K dated January 12, 1996, 
              January 18, 1996, January 19, 1996, February 5, 1996,
              March 25, 1996, March 31, 1996 and April 16, 1996; and

         (iv) The description of the Common Stock set forth in the  
              Corporation's  Registration  Statement  filed  pursuant
              to Section 12 of the Securities Exchange Act of 1934 
              (the "Exchange Act") and any amendment or report filed 
              for the purpose of updating that description.

      All documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent
to the date hereof and prior to the filing of a post-effective
amendment to this 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.
3

Item 4.  Description of Securities.

      Only securities registered under Section 12 of the
Exchange Act are being offered.

Item 5.  Interests of Named Experts and Counsel.

      The consolidated financial statements of the
Corporation as of  December 31, 1995 and 1994 and for each of the years in
the three-year  period ended December 31, 1995 incorporated in
this Prospectus  by reference to the Corporation's 1995 Annual
Report and by reference, to the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1995 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 legality of the shares of Common Stock offered
hereunder has  been  passed  upon for the Corporation by  Neila  B.
Radin, counsel  to  the  Corporation and a  Senior  Vice  President
and Associate General Counsel of Chemical Bank.

Item 6.  Indemnification of Directors and Officers.

      Pursuant  to  the  Delaware General  Corporation  Law
(the "DGCL"),  a  corporation may indemnify any person  in
connection with  any  threatened,  pending  or  completed  action,
suit  or proceeding,   whether   civil,   criminal,   administrative
or investigative (other than a derivative action by or in the
right of  such corporation) who is or was a director, officer,
employee or  agent of such corporation, or serving at the request of
such corporation   in   such   capacity   for   another
corporation, partnership,  joint  venture, trust or other enterprise,
against expenses  (including  attorneys'  fees),  judgments,  fines
and amounts  paid in settlement actually and reasonably
incurred  in connection  with such action, suit or proceeding, if such
person acted in good faith and in a manner he or she reasonably
believed to   be  in  or  not  opposed  to  the  best  interests  of
such corporation,  and,  with  respect  to  any  criminal  action
or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

     The DGCL also permits indemnification by a corporation
under similar circumstances for expenses (including attorneys'
fees) actually and reasonably incurred by such persons in
connection with  the  defense or settlement of a derivative  action,
except that  no  indemnification shall be made in respect of any
claim, issue  or matter as to which such person shall have been
adjudged to  be liable to such corporation unless the Court of
Chancery or the  court  in  which  such  action or  suit  was  brought
shall determine  upon  application  that  such  person  is  fairly
and reasonably  entitled  to indemnity for such expenses  which
such court shall deem proper.
4

      The  DGCL provides that the indemnification described
above shall  not be deemed exclusive of other indemnification that
may be   granted   by   a  corporation  pursuant  to   its   By-
Laws, disinterested directors' vote, stockholders' vote,
agreement  or otherwise.

      The  DGCL  also  provides corporations with  the
power  to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the
corporation, or is  or was serving at the request of the corporation in a
similar capacity  for  another corporation, partnership,  joint
venture, trust  or other enterprise against any liability asserted against
him  or  her in any such capacity, or arising out of his  or
her status  as  such, whether or not the corporation would  have
the power to indemnify him or her against such liability as
described above.

     The Restated Certificate of Incorporation of the
Corporation provides  that, to the fullest extent that the DGCL as from
time to  time in effect permits the limitation or elimination  of
the liability of directors, no director of the Corporation
shall be personally  liable  to  the Corporation or its  stockholders
for monetary damages for breach of fiduciary duty as a director.

      The  Corporation's  Restated Certificate  of
Incorporation empowers  the  Corporation to indemnify  any  director,
officer, employee or agent of the Corporation or any other person
who  is serving  at  the Corporation's request in any such capacity
with another  corporation, partnership, joint venture, trust or
other enterprise  (including, without limitation, an  employee
benefit plan) to the fullest extent permitted under the DGCL as from
time to  time in effect, and any such indemnification may
continue  as to  any person who has ceased to be a director, officer,
employee or agent and may inure to the benefit of the heirs,
executors and administrators of such a person.

     The Corporation's Restated Certificate of Incorporation
also empowers  the  Corporation by action of its Board  of
Directors, notwithstanding any interest of the directors in the
action,  to purchase  and maintain insurance in such amounts as the
Board  of Directors  deems  appropriate to protect any  director,
officer, employee or agent of the Corporation or any other person
who  is serving  at  the Corporation's request in any such capacity
with another  corporation, partnership, joint venture, trust or
other enterprise  (including, without limitation, an  employee
benefit plan)  against any liability asserted against him or
incurred  by him  in  any  such  capacity arising out of his  status  as
such including,   without  limitation,  expenses,   judgments,
fines (including any excise taxes assessed on a person with
respect to any employee benefit plan) and amounts paid in settlement)
to the fullest  extent permitted under the DGCL as from time to
time  in effect, whether or not the Corporation would have the power
or be required to indemnify any such individual under the terms of
any agreement or by-law or the DGCL.
5

        In addition, the Corporation's By-laws require
indemnification to the fullest extent permitted under applicable law,  
as from time to time in effect. The By-laws provide a
clear and unconditional right to indemnification  for
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement  actually and reasonably incurred  by  any
person in connection   with   any   threatened,   pending   or
completed investigation, claim, action, suit or proceeding, whether
civil, administrative  or  investigative  (including,  to   the
extent permitted  by law, any derivative action) by reason of  the
fact that  such  person  is  or was serving as  a  director,
officer, employee  or agent of the Corporation or, at the request  of
the Corporation, of another corporation, partnership, joint
venture, trust  or  other  enterprise (including, without  limitation,  an
employee  benefit plan). The By-laws specify that  the
right  to indemnification  so  provided  is a  contract  right,  set
forth certain  procedural and evidentiary standards applicable  to
the enforcement of a claim under the By-laws, entitle the
persons  to be  indemnified to be reimbursed for the expenses of
prosecuting any  such claim against the Corporation and entitle them to
have all  expenses incurred in advance of the final disposition
of  a proceeding paid by the Corporation. Such provisions,
however, are intended  to  be  in  furtherance and not in  limitation  of
the general  right to indemnification provided in the By-laws,
which right  of indemnification and of advancement of expenses  is
not exclusive.

      The Corporation's By-laws also provide that the
Corporation may enter into contracts with any director, officer,
employee  or agent  of  the  Corporation in furtherance of the
indemnification provisions in the By-laws, as well as create a trust fund,
grant a  security  interest  or  use other  means  (including,
without limitation,  a  letter of credit) to ensure  payment  of
amounts indemnified.

Item 7.  Exemption From Registration Claimed.

       This item is not applicable.

Item 8.  Exhibits.

          4.1   Amended and Restated Certificate of Incorporation
          of the Corporation.

          4.2   By-Laws   of   the   Corporation   as amended
          (incorporated herein by reference to Exhibit 3.2 of the
          Corporation's  Annual  Report  on  Form   10-K, dated
          December 31, 1993, File No. 1-5805).

          5.   Opinion  of  Neila  B.  Radin,  counsel  to the
          Corporation  and a Senior Vice President and Associate
          General Counsel of Chemical Bank, as to the legality of
          the  Common Stock being registered and to be issued  by
          the Corporation.
6

          23.1 Consent of Price Waterhouse LLP.

          23.2 Consent of Neila B. Radin (included in Exhibit 5).

          24   Powers of Attorney.

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 this Registration Statement;

         (iii)   to include any material information with respect 
to  the  plan  of distribution not previously disclosed  in this
Registration Statement or any material change to such information
in this 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  this 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
7

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.
 
     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
provisions of  Item  6 above, 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.
8

                           SIGNATURES

      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  10th day  of
July, 1996.

                            THE CHASE MANHATTAN CORPORATION

                              By: /s/ Anthony J. Horan
                                   Anthony J. Horan
                                   Secretary

           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

                       Chairman of the Board,
                       Chief Executive Officer
                       and Director
                       (Principal Executive
           *             Officer)                  July 10, 1996
Walter V. Shipley

                       President,
           *           Chief Operating Officer
Thomas G. Labrecque    and Director                July 10, 1996

                       Senior Vice Chairman of
           *           the Board and Director      July 10, 1996
Edward D. Miller

          *              Vice Chairman of the
William B. Harrison, Jr. Board and Director        July 10, 1996

           *             Vice Chairman of the
E. Michel Kruse          Board and Director        July 10, 1996

          *
Frank A. Bennack, Jr.    Director                  July 10, 1996
9

        *                Director                  July 10, 1996
Susan V. Berresford

        *                Director                  July 10, 1996
M. Anthony Burns

        *                Director                  July 10, 1996
H. Laurance Fuller

        *                Director                  July 10, 1996
Melvin R. Goodes

        *                Director                  July 10, 1996
William H. Gray III

        *                Director                  July 10, 1996
George V. Grune

        *                Director                  July 10, 1996
Harold S. Hook

        *                Director                  July 10, 1996
Helene L. Kaplan

        *                Director                  July 10, 1996
J. Bruce Llewellyn

        *                Director                  July 10, 1996 
Edmund T. Pratt, Jr.

        *                Director                  July 10, 1996
Henry B. Schacht

        *                Director                  July 10, 1996
Andrew C. Sigler

        *                Director                  July 10, 1996
John R. Stafford

        *                Director                  July 10, 1996
Marina v.N. Whitman
10

        *                                          July 10, 1996
Peter J. Tobin           Chief Financial Officer
                         (Principal Financial Officer)

        *                                          July 10, 1996
Joseph L. Sclafani       Controller
                         (Principal Accounting Officer)

*Anthony  J.  Horan hereby signs this Registration Statement  on
Form  S-8  on  July 10, 1996 on behalf of each of the indicated
persons  for whom he is attorney-in-fact pursuant to a power  of
attorney filed herein.

                         By: /s/ Anthony J. Horan
                            Anthony J. Horan
                            Secretary
11
                         EXHIBIT INDEX

Exhibit             Description

   4.1    Restated Certificate of Incorporation.
   4.2    By-Laws (incorporated herein by reference to Exhibit 3.2
          of  the Corporation's Annual Report on Form 10-K, dated
          December 31, 1993, File No. 1-5805).
   5      Opinion of Neila B. Radin
   23.1   Consent of Price Waterhouse LLP.
   23.2   Consent  of  Neila  B.  Radin (included in Exhibit 5).
   24     Powers of Attorney.

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