8-K

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
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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) July 10, 1997


J.P. MORGAN & CO. INCORPORATED
(Exact name of registrant as specified in its charter)



DELAWARE
(State or other jurisdiction of incorporation)
1-5885 (Commission
File Number)
13-2625764 (IRS Empolyer Identification No.)

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 July 10, 1997, the Registrant issued a press release announcing that
Paul A. Allaire and Ellen V. Futter have been elected directors of
J.P. Morgan & Co. Incorporated, effective September 1, 1997.

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

         (a) Financial Statements

             NONE.  The financial statements included in this report are not
	 required to be filed as part of this report.

         (b) Pro Forma Financial Information

             NONE.

         (c) Exhibits

	99. Copy of press release of J.P. Morgan & Co. Incorporated
	    dated July 10, 1997.



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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/  DAVID H. SIDWELL 
                        ____________________________
                        NAME:  DAVID H. SIDWELL
                        TITLE: MANAGING DIRECTOR and CONTROLLER



DATE: July 10, 1997

EX-99

J.P. MORGAN ELECTS PAUL ALLAIRE AND ELLEN FUTTER AS NEW DIRECTORS

	Paul A. Allaire, Chairman and Chief Executive Officer of Xerox
Corporation, and Ellen V. Futter, President of the American Museum of
Natural History, have been elected directors of J.P. Morgan & Co. 
Incorporated.  Their elections become effective September 1, 1997.
	Mr. Allaire, 58, has served as Chairman and Chief Executive of
Xerox since 1991.  He has held a variety of positions at Xerox in the
United States and United Kingdom since joining the company in 1966 as a 
financial analyst.
	Mr. Allaire is a director of Sara Lee Corporation, the New York 
Stock Exchange, SmithKline Beecham p.l.c., and Lucent Technologies.  He is
a member of the boards of the Council on Competitiveness, the Council on
Foreign Relations, the New York City Ballet, and Catalyst.  He is a member
of the Business Council, the Business Roundtable, and the National Academy
of Engineering.  Mr. Allaire is also a trustee of Worcester Polytechnic
Institute and Carnegie-Mellon University.
	Mr. Allaire graduated from Worcester Polytechnic Institute in 1960
with a bachelor of science degree in electrical engineering.  He earned a
master of science degree in industrial administration from Carnegie-Mellon
University in 1966.
	Ms. Futter, 47, has held her current position at the American Museum
of Natural History since 1993.  She previously served as President of
Barnard College for 13 years.  
	Ms. Futter is a director of several corporations and not-for-profit
organizations.  In addition to the American Museum of Natural History, she
currently serves on the boards of Bristol-Myers Squibb Company,
Consolidated Edison Company of New York, Inc., Phi Beta Kappa Associates,
and the Yale School of Management.  She is also a member of the Council
on Foreign Relations and a partner in the New York City Partnership.  In
addition, Ms. Futter formerly served as Chairman of the Board of the New
York Federal Reserve Bank as well as on several other boards.


	Ms. Futter was graduated Phi Beta Kappa, magna cum laude, from
Barnard College in 1971.  She earned her J.D. degree from Columbia Law
School in 1974.  She holds several honorary degrees and has garnered
numerous awards in recognition of her leadership in the fields of
education, women's issues, and human services.
	J.P. Morgan is a global banking firm that serves clients with
complex financial needs through an integrated range of advisory, financing,
trading, investment, and related capabilities.