EXHIBIT 23.5
MORGAN STANLEY
MORGAN STANLEY & CO.
INCORPORATED
1585 BROADWAY
NEW YORK, NEW YORK 10036
(212) 761-4000
CONSENT OF MORGAN STANLEY & CO. INCORPORATED
October 31, 1995
Chemical Banking Corporation
270 Park Avenue
New York, NY 10017
Dear Sirs:
We hereby consent to the inclusion in the Registration
Statement on Form S-4, relating to the proposed merger of Chase Manhattan
Corporation with Chemical Banking Corporation, of our opinion letter appearing
as Annex IV to the Proxy Statement/Prospectus which is a part of the
Registration Statement, and to the references of our firm name therein. In
giving such consent, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933 or the rules and regulations adopted by the Securities and Exchange
Commission thereunder nor do we admit that we are experts with respect to any
part of such Registration Statement within the meaning of the term "experts" as
used in the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Donald A. Moore, Jr.
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Donald A. Moore, Jr.
Managing Director