*AMENDED AUGUST 12, 1996*
                                

Pricing Supplement No. 24  Dated August 9, 1996
(To Prospectus Supplement dated February 20, 1996
and Prospectus dated January 31, 1996)

Pursuant to Rule 424(b)(2)
Registration Statement No. 33-64193

J.P. Morgan & Co. Incorporated
Medium-Term Notes, Series A
(Floating Rate Notes)
                                

Principal Amount: $25,000,000

CUSIP: 61687Y AW7

Trade Date: August 9, 1996

Settlement Date: August 12, 1996

Maturity Date: August 12, 2003

If principal amount is other than
U.S. dollars, equivalent in U.S. dollars: N/A

Exchange Agent: N/A

Price to Public (Issue Price): 100%

Net Proceeds to Issuer: 99.95%

Interest Rate (per annum): 3-month LIBOR + 1.50%, excluding those
Business Days in which 3-month LIBOR is either greater than 9.35%
or less than 3.50%, on these such days the applicable interest
rate will be 0%.  The applicable rate on each Friday will be
applied to the immediately following Saturday and Sunday, and the
applicable rate on the Business Day immediately preceding each
non-Business Day, will be applied to that respective non-Business
Day. Intermediation calculations rounded to five decimal places;
Coupon rounded to three decimal places.

Interest Rate Basis:
     (  )  Commercial Paper Rate   (  )  Federal Funds Rate
     (  )  LIBOR (Reuters)         (  )  Treasury Rate Note
     (X)  LIBOR (Telerate)         (  )  Other:
     (  )  Prime Rate

Interest Payment Date(s): August 12, November 12, February 12,
May 12, of each year, commencing November 12, 1996

Record Date(s): (X)  The fifteenth day (whether or not a Business
Day) next preceding each Interest Payment Date.
                          (  )  Other

Initial Interest Rate Per Annum:   7.035%

Interest Payment Period: (  )  Annual  (  )  Semi-Annual  (  )
Monthly  (X)  Quarterly (3 calendar months, with no adjustment to
period end date for calculation purposes)

Interest Reset Periods:
     (  )  Daily    (  )  Weekly   (  )  Monthly    (X)
Quarterly; August 12, November 12, February 12, and May 12,
commencing November 12, 1996 (with no adjustment to period end
date for calculation purposes.)
     (  )  Semi-annually
     (  )  Annually; the third Wednesday of:

Interest Determination Dates, if other than stated in the
Prospectus Supplement: Second Business Day preceding the Interest
Reset Date.

Interest Reset Date if other than stated in the Prospectus
Supplement: 12th of each August, November, February and May
(whether or not a Business Day) beginning November 12, 1996.

Interest Calculation:
     (X)  Regular Floating Rate
     (  )  Inverse Floating Rate (Fixed Interest Rate: ___%)
     (  )  Other Floating Rate (See attached)

Spread (plus/minus): +1.50%        Spread Multiplier: N/A

Index Maturity: 3 months           Index Currency: N/A

Maximum Interest Rate: *           Minimum Interest Rate: *

* The Interest Rate (per annum) for each period will be 3-month
LIBOR + 1.50%, excluding those Business Days in which 3-month
LIBOR is either greater than 9.35% or less than 3.50%, on these
such days the Interest Rate will be 0%.  The applicable rate on
each Friday will be applied to the immediately following Saturday
and Sunday, and the applicable rate on the Business Day
immediately preceding each non-Business Day, will be applied to
that respective non-Business Day.

Calculation Date if other than stated in the Prospectus
Supplement: N/A

Right of Payment:
     (  )  Subordinated   (X)  Unsubordinated

Day Count Basis:       (  )  30/360
             (  )  Actual  (Treasury Rate Notes)
             (X)  Other;  Each calendar year will consist of 360
days for calculation purposes. For calculation purposes, each
Interest Payment Period will consist of 90 days minus the
applicable Adjustment Period Calculation. Each Adjustment Period
Calculation consists of the sum of I) the ACTUAL number of
Business Days in which 3-month LIBOR is greater than 9.35% per
annum, during the applicable Adjustment Period, II) the ACTUAL
number of Business Days in which 3-month LIBOR is less than 3.50%
per annum, during the applicable Adjustment Period, and III) the
ACTUAL number of non-Business Days in which the applicable
Interest Rate (per annum) is 0%, as described above in the
Interest Rate (per annum) section, during the applicable
Adjustment Period. Except that the Adjustment Period Calculation
can not exceed 90 days.  For calculation purposes, the applicable
Adjustment Period for each Interest Payment Date is as follows:
For every November Interest Payment Date, commencing November 12,
1996, the applicable Adjustment Period will be the immediately
preceding August 1 through October 31;  For every February
Interest Payment Date, commencing February 12, 1997, the
applicable Adjustment Period will be the immediately preceding
November 1 through January 31;  For every May Interest Payment
Date, commencing May 12, 1997, the applicable Adjustment Period
will be the immediately preceding February 1 through April 30;
and, for every August Payment Date, commencing August 12, 1997,
the applicable Adjustment Period will be the immediately
preceding May 1 through July 31.

Form:     (X)  Book-Entry Note (DTC)
     (  )  Certificated Note

Denomination: $1,000,000 with $1,000,000 integral multiples
thereafter.

Redemption:
(  )  The Notes may not be redeemed prior to stated maturity.
(X)  The Notes may not be redeemed prior to August 12, 1998.  The
notes may be redeemed at the option of the Company upon at least
15 calendar days notice, in whole but not in part, on August 12,
1998 and each Payment date thereafter,  (subject to Business Day
convention described in the Prospectus Supplement), at the
principal amounts listed below for such date in the applicable
Redemption Date Prices section, together with accrued interest to
the date fixed for redemption.

Optional Redemption Date(s): August 12, 1998 and each Interest
Payment Date thereafter (subject to Business Day convention
described in the Prospectus Supplement)
Initial Redemption Date: August 12, 1998 (subject to Business Day
convention described in the Prospectus Supplement)
Initial Redemption Percentage: See Redemption Date Prices section
below
Annual Redemption Percentage Reduction: N/A
Modified Payment Upon Acceleration: N/A

Repayment Date Prices:
               Dates                              Repayment Date
Percentage
               August 12, 1998 through May 12, 1999
101.00%
               August 12, 1999 through May 12, 2000
100.75%
               August 12, 2000 through May 12, 2001
100.50%
               August 12, 2001     through May 12, 2002
100.25%
               August 12, 2002, and thereafter
100.00%

Sinking Fund:  None

Extendible Note:   (  )  Yes        (X)  No

Amortization Schedule: N/A

Original Issue Discount: N/A

     Amount of OID:
     Yield to Maturity:
     Interest Accrual Date:
     Initial Accrual Period OID:

Indexed Note:  (  )  Yes        (X)  No

Calculation Agent(s):    (X)  First Trust of New York, National
Association
               (  )  Morgan Guaranty Trust Company of New York


Plan of Distribution:
     J.P. Morgan Securities Inc. has acted as Agent on behalf of
the Company.

The Company has agreed to indemnify the Agent against certain
liabilities, including liabilities under the Securities Act of
1933, as amended.

Additional Terms:

CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE
DEFINED IN THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS SHALL HAVE
THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS.