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 10, 1997


                         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 10, 1997, 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, 1997. The Registrant also
              announced lower results for the first two months of the fourth
              quarter. In addition, the Registrant announced the purchase of up
              to seven million shares of its common stock which may be made in
              1998 or beyond. 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 December 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
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                        (REGISTRANT)







                        /s/   Grace B. Vogel
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                        NAME:  Grace B. Vogel
                        TITLE: Chief Accounting Officer



DATE: December 10, 1997

EX-99

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                                                               December 10, 1997

      J.P. Morgan announces quarterly dividend increase and continued share
        repurchases; lower results in first two months of fourth quarter

         The Board of Directors of J.P. Morgan & Co. Incorporated today declared
an increase in the regular quarterly dividend to $0.95 per share from $0.88 per
share on the company's common stock (NYSE: JPM) for the quarter ending December
31, 1997.

         In conjunction with the dividend announcement, Morgan said that,
despite continuing progress toward strategic business objectives, earnings for
the first two months of the 1997 fourth quarter were adversely affected by
unsettled market conditions globally, which resulted in lower levels of client
activity and lower trading revenues.

         The regular common stock dividend will be payable January 15, 1998, to
stockholders of record at the close of business on December 22, 1997.
Annualized, the new dividend is $3.80, compared with $3.52 previously, and
represents an increase of approximately 8%.

         A dividend has been declared on the Adjustable Rate Cumulative
Preferred Stock, Series A (NYSE: JPM Pr A) at the rate of 5% per annum and in
the amount of $1.25 per share for the quarter ending December 31, 1997, payable
on December 31, 1997, to stockholders of record at the close of business on
December 22, 1997.

         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 quarter
ending December 31, 1997, payable on December 31, 1997, to stockholders of
record at the close of business on December 22, 1997.

         Separately, 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 1998 or beyond in the open market or through privately
negotiated transactions. To date in 1997, the firm has purchased more than 6
million shares for its employee benefit plans.

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