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
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Date of Report (Date of earliest event reported) July 30, 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 Employer 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

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     (Former name or former address, if changed since last report)
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ITEM 5.  OTHER EVENTS

On July 30, 1997, the Registrant issued a press release announcing that
it agreed to form a business partnership with American Centuries, Inc.
to pursue growth opportunities in asset management and personal
financial services.  A copy of such press release is attached hereto
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 July 30, 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/  PATRICIA A. JONES
                        ____________________________
                        NAME:  PATRICIA A. JONES
                        TITLE: MANAGING DIRECTOR



DATE: July 30, 1997

EX-99

July 30, 1997
J.P. Morgan and American Century to form business partnership

     American Century Companies and J.P. Morgan & Co.
Incorporated announced today that they have agreed to form a
business partnership to pursue growth opportunities in asset
management and personal financial services.  As part of the
agreement, upon closing, J.P. Morgan will purchase a 45% economic
interest in American Century for approximately $900 million.
     The first joint initiative of the two firms will be
marketing defined contribution pension plans to corporate plan
sponsors, offering a highly competitive array of mutual funds from American
Century and J.P. Morgan.  The firms also plan to pursue other opportunities
 to extend their reach in the fast-growing market for personal
financial services, focusing on affluent individuals.
     American Century's premier mutual fund capabilities in
aggressive growth equity investment, consumer marketing, record-
keeping, and shareholder communications complement J.P. Morgan's
leadership in providing sophisticated portfolio management to
institutions, governments, and private clients worldwide.
     J.P. Morgan Chairman Douglas A. Warner III said, "Our
business partnership with American Century will accelerate the
growth of our asset management business, a key goal for Morgan, by adding
critical service and product expertise, distribution, and
technology. And it gives J.P. Morgan an opportunity to participate in the
growth and promise of a very successful mutual fund firm."
     American Century Chief Executive Officer James E.
Stowers III said, "We are proud to welcome J.P. Morgan as a strategic
partner and stakeholder in American Century. We believe this
partnership is in the best interests of our fund shareholders, our employees,
and the owners of the firm. At American Century, we have always placed our
fund shareholders' interests first and foremost. Through this
partnership, we will be able to draw on the worldwide resources of J.P.
Morgan to deliver more investment choices, services, and greater
overall value to fund shareholders."
     The business partnership brings together a leading
global financial services firm and a leading U.S. mutual fund
manager. American Century, the fourth largest no-load U.S. mutual fund
company selling directly to individuals, manages $60 billion of assets in
about 70 mutual funds. Morgan manages $234 billion of assets,
approximately 10% of which are mutual funds.
     Through this agreement, J.P. Morgan will gain access to
retail mutual fund distribution capabilities, products, and
technology, which complement its core institutional investment strengths.
American Century will gain diversification of its fund offerings and access
to large institutional clients for defined contribution plans. Both
firms benefit from compatible cultures and a complementary business fit.
     Upon closing of the transaction, two J.P. Morgan
executives, Ramon de Oliveira, chairman of the firm's Asset Management
Services business, and Edward J. Kelly III, managing director, will
join American Century's board of directors. J.P. Morgan will
have certain management rights and an option to increase its equity
interest. However, James E. Stowers Jr., the founder of American
Century, and his family will retain voting control. The transaction is
expected to close in four to six months, pending approval by each firm's
board of directors and by U.S. regulatory authorities.
     J.P. Morgan asset management chief Ramon de Oliveira
said, "This is a tremendous growth opportunity for both firms.
Together, we can offer a full array of investment services to both
institutions and individuals. It's particularly important that the two
corporate cultures mesh well, as do product mix and investment strategies. We
are structuring the business partnership to move quickly on
opportunities, capitalizing on our respective knowledge and resources
without the disruption of major consolidation. And we respect and value
American Century's tradition of independent thinking, which will be
critical to the success of our initiatives over time."
     American Century President and Chief Operating Officer
William M. Lyons said, "The partnership with J.P. Morgan allows us
to maintain our independence, which supports our strong position in the
retail mutual fund channel, while we combine resources to capture
more opportunities in institutional channels. Together we are
joining forces to help the growing ranks of investors around the world
achieve their financial goals."
     The joint initiative to market defined contribution
plans to corporate pension plan sponsors in the United States will
be co-led by Robert Birnbaum of J.P. Morgan and Tom Kmak of American
Century. Defined contribution plans are retirement savings plans in
which employees typically invest regularly in commingled or
mutual funds. About 22 percent of U.S. retirement assets are now managed
through defined contribution plans, with assets managed through
these plans projected to continue growing at double-digit rates.
Another initiative, to be led jointly by George Gatch of J.P. Morgan
and Brian Jeter of American Century, involves mutual fund sales to
financial intermediaries and institutional investors. Each firm
intends to offer its clients the investment products of the other firm, in
addition to its own.
     J.P. Morgan is a global financial services firm that
has built an international reputation for excellence in serving the
critical financial needs of corporations, governments, institutions,
and individuals. Today, Morgan has offices in 33 countries and
provides an integrated range of advisory, financing, trading,
investment, and related capabilities for a diverse and growing clientele.
     Asset management and servicing is one of J.P. Morgan's
five global business sectors. For more than half a century,
Morgan has ranked among the preeminent managers of investment assets
for institutional retirement plans. For more than 10 years, J.P.
Morgan has ranked among the top 10 investment managers in the U.S.
in surveys conducted by Institutional Investor magazine.
     American Century Investments, which was formed as a
result of the merger of Twentieth Century Mutual Funds and The Benham
Group, serves more than 2 million individual and institutional
investors. James E. Stowers Jr., founder of Kansas City, Missouri-based
Twentieth Century in 1958, serves as company chairman. The Benham
Group founder James M. Benham is vice chairman and director of the fund
family. The majority of the company's 2,200 employees are based in
Kansas City, Missouri; Mountain View, California; Denver; and Greenwich,
Connecticut.
     In January 1997, on the heels of the company's name
change, American Century realigned its approximately 70 funds into
three fund groups:  the Benham Group (bond and money market
funds), the American Century Group (asset allocation, balanced,
specialty and moderate-risk equity funds), and the Twentieth Century
Group (domestic and international growth stock funds).