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) December 11, 1996


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

         On December 11, 1996, the Registrant issued a press release declaring
         its common stock, Adjustable Rate Cumulative Preferred Stock Series A
         and Cumulative Preferred Stock Series H dividends for the quarter
         ending December 31, 1996. The Registrant also announced the purchase of
         up to $750 million of J.P. Morgan common stock, which is expected to be
         completed in 1997, with proceeds raised from a preferred stock
         offering. In addition, the Registrant announced the purchase of up to
         seven million shares of its common stock which may be made in 1997 or
         beyond. A copy of such press release is filed herein at Exhibit 99a.


         On December 11, 1996, the Registrant issued a press release announcing
         that John A. Krol was elected a director of both J.P. Morgan & Co.
         Incorporated and its principal banking subsidiary, Morgan Guaranty
         Trust Company of New York, effective January 1, 1997. A copy of such
         press release is filed herein at Exhibit 99b.






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

         (a) Financial Statements

             NONE.

         (b) Pro Forma Financial Information

             NONE.

         (c) Exhibits

                  99a. Copy of press release of J.P. Morgan & Co. Incorporated
                       dated December 11, 1996, titled J.P. Morgan raises
                       quarterly dividend and authorizes stock repurchase.

                  99b. Copy of press release of J.P. Morgan & Co. Incorporated
                       dated December 11, 1996, titled John A. Krol elected
                       a director of J.P. Morgan.
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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
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                        (REGISTRANT)







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



DATE: December 11, 1996
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                                EXHIBIT INDEX
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         (c) Exhibits

                  99a. Copy of press release of J.P. Morgan & Co. Incorporated
                       dated December 11, 1996, titled J.P. Morgan raises
                       quarterly dividend and authorizes stock repurchase.

                  99b. Copy of press release of J.P. Morgan & Co. Incorporated
                       dated December 11, 1996, titled John A. Krol elected
                       a director of J.P. Morgan.

EX-99.A

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                                                                     Exhibit 99a
                                                               December 11, 1996


                      J.P. Morgan raises quarterly dividend
                         and authorizes stock repurchase

         The Board of Directors of J.P. Morgan & Co. Incorporated today declared
an increase in the regular quarterly dividend to $.88 per share from $.81 per
share on the company's common stock (NYSE: JPM) for the quarter ending December
31, 1996. The regular common stock dividend will be payable January 15, 1997 to
stockholders of record at the close of business on December 23, 1996.
Annualized, the new dividend is $3.52, compared with $3.24, and represents an
increase of 8.6 percent.

         Separately, the Board approved the purchase of up to $750 million of
J.P. Morgan common stock in the open market or through privately negotiated
transactions. J.P. Morgan raised $750 million of preferred stock qualifying as
Tier 1 capital under Federal Reserve guidelines on November 26, 1996 through an
issue of 7.54% trust preferred securities due January 15, 2027, by JPM Capital
Trust I. The proceeds of this issue will be used principally to finance the
stock repurchase, which is expected to be completed in 1997.

         As of September 30, 1996 there were 185,917,311 J.P. Morgan common
shares outstanding. The closing price of J.P. Morgan common stock at December
10, 1996 was $95 1/8 per share.

         In addition, the Board approved the purchase of up to 7 million shares
of common stock to lessen the dilutive impact on earnings per share of the
firm's employee benefit plans. These purchases may be made in 1997 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
1996 and has purchased approximately 6.5 million shares to date.

         A dividend 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, 1996, payable
on December 31, 1996, to stockholders of record on December 23, 1996.

         A dividend also has been declared on the Cumulative Preferred Stock
Series H (NYSE: JPM Pr H) at the rate of 6.625% per annum and in the amount of
$8.28125 (or the equivalent of $0.828125 per depositary share) for the dividend
period ending December 31, 1996, payable on December 31, 1996, to stockholders
of record on December 23, 1996.

EX-99.B

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                                                                     Exhibit 99b
                                                               December 11, 1996

                 John A. Krol elected a director of J.P. Morgan

         John A. (Jack) Krol, president and chief executive officer of DuPont,
today was elected a director of both J.P. Morgan & Co. Incorporated and its
principal banking subsidiary, Morgan Guaranty Trust Company of New York. His
election becomes effective January 1, 1997.

         Mr. Krol, 60, has held his current positions since 1995. He is a
director of DuPont and a member of the board's Strategic Direction and
Environmental Policy committee.

         Mr. Krol is a member of the boards of directors of the Mead
Corporation, National Association of Manufacturers, the Delaware Art Museum, and
Wilmington 2000, the boards of trustees of Tufts University, the University of
Delaware, and the corporate liaison board of the American Chemical Society. He
is also a member of The Business Roundtable and The Business Council, a member
of the Executive Committees of the Delaware Business Roundtable, and the
Business/Public Education Council. He is a trustee of Hagley Museum and the U.S.
Council for International Business.

         Mr. Krol holds bachelor's and master's degrees in chemistry from Tufts
University. In 1959, he was commissioned as an officer in the U.S. Navy. He
attended the Bettis Nuclear Reactor Engineering School and for the next four
years worked as a nuclear engineer. He joined DuPont in 1963 as a chemist.

         DuPont is a research and technology-based global chemical and energy
company offering high performance products based on chemicals, polymers, fibers,
and petroleum.

         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.

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