8-K

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_________________________________________________________________
                           __________
_________________________________________________________________
                           __________
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, D.C. 20549
                         ______________
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
             PURSUANT TO SECTION 13 OR 15(d) OF THE
                                
                 SECURITIES EXCHANGE ACT OF 1934
                         ______________
                                
  Date of Report (Date of earliest event reported) December 13,
                              1995
                                
                                
                 J.P. MORGAN & CO. INCORPORATED
     (Exact name of registrant as specified in its charter)
                                
                                
        DELAWARE                1-5885              13-2625764
 (State or other juris-      (Commission          (IRS Employer
       diction of            File Number)      Identification No.)
     incorporation)

                                
        60 WALL STREET, NEW YORK, NEW YORK                  10260-
0060
     (Address of principal executive offices)               (Zip
Code)
                                
                                
    Registrant's telephone number, including area code (212) 483-
                              2323
                                
_________________________________________________________________
                                
                                
        (Former name or former address, if changed since last
                             report)
_________________________________________________________________
                           __________
_________________________________________________________________
                           __________


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ITEM 5.  OTHER EVENTS

         On December 13, 1995, the Registrant issued a press
release declaring
         its common stock and Adjustable Rate Cumulative
Preferred Stock
         Series A dividends for the quarter ending December 31,
1995.  The
         Registrant also announced the purchase of up to seven
million shares
         of its common stock which may be made periodically in
1996 or beyond.
         A copy of such press release is filed herein as Exhibit
99.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS

         (a) Financial Statements

             NONE.

         (b) Pro Forma Financial Information

             NONE.

         (c) Exhibits

             99.  Copy of press release of J.P. Morgan & Co.

                  Incorporated dated December 13, 1995.


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                           SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of
1934, the

registrant has duly caused this report to be signed on its behalf
by the

undersigned hereunto duly authorized.







                        J.P. MORGAN & CO. INCORPORATED
                        ______________________________
                        (REGISTRANT)








                         /s/  PATRICIA A. JONES
                        ________________________
                        NAME: PATRICIA A. JONES
                        TITLE: MANAGING DIRECTOR



DATE: December 15, 1995

EX-99

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                          EXHIBIT INDEX
                                

Exhibit 99     -     Press release of J.P. Morgan & Co.
Incorporated
                  dated December 13, 1995.



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                                                       Exhibit 99
                                                                 
                                                                 
                                                December 13, 1995
                                                                 
                                                                 
                                                                 
              J.P. Morgan raises quarterly dividend
             ______________________________________

     The Board of Directors of J.P. Morgan & Co. Incorporated
today declared an increase in the regular quarterly dividend to
$.81 per share from $.75 per share on the company's common stock
(NYSE: JPM) for the quarter ending December 31, 1995.
     The Board also approved the purchase of up to 7 million
shares of J.P. Morgan common stock to lessen the dilutive impact
on earnings per share of the firm's employee benefit plans.
These purchases may be made periodically in 1996 or beyond in the
open market or through privately negotiated transactions.  The
firm was authorized to purchase up to 7 million shares for its
employee benefit plans in 1995 and has purchased approximately 4
million shares to date.
     The regular common stock dividend will be payable January
12, 1996, to stockholders of record at the close of business on
December 26, 1995.  Annualized, the new dividend is $3.24,
compared with $3.00, and represents an increase of 8 percent.
     A dividend also has been declared on the Adjustable Rate
Cumulative Preferred Stock Series A (NYSE: JPM Pr A) at the rate
of 5.00% per annum and in the amount of $1.25 per share for the
quarter ending December 31, 1995, payable on December 31, 1995,
to stockholders of record on December 26, 1995.

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