8-K

   1
1



   ===========================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                 --------------

                                    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) February 19, 1998


                         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

        -----------------------------------------------------------------


          (Former name or former address, if changed since last report)

   ===========================================================================
   2
2



ITEM 5.  OTHER EVENTS

              On February 19, 1998, the Registrant issued a press release
              announcing that Walter A. Gubert has been elected a vice chairman
              of the firm and a member of its Board of Directors, effective
              March 1, 1998.



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 February 19, 1998.
   3
3



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



DATE: February 19, 1998

EX-99

   1
                                                               February 19, 1998

               Walter A. Gubert elected vice chairman and director

         J.P. Morgan & Co. Incorporated announced today that Walter A. Gubert
has been elected a vice chairman of the firm and member of its Board of
Directors, effective March 1, 1998.

         Mr. Gubert, 50, is currently worldwide head of J.P. Morgan's investment
banking group, a position he will retain in addition to his new duties as a vice
chairman and director.

         "For nearly 25 years, Walter Gubert has served Morgan and our clients
around the world with distinction --providing strong leadership, respected
counsel, and a truly international perspective," said J.P. Morgan Chairman
Douglas A. Warner. "In recent years, Walter's prominent role in helping to build
our global investment banking business has helped place Morgan among the
preeminent players in the industry," he added.

         Mr. Gubert has held senior roles in many of the firm's major business
groups since joining Morgan in 1973. He began his career as a European chemicals
analyst based in the firm's Paris office. In 1977 he moved to London, where he
took charge of Morgan's London-based Treasury Management Advisory group,
covering Europe and the Asia-Pacific region. And in 1981 he relocated to New
York, where he headed Morgan's capital markets activities in the United States.
Mr. Gubert returned to London in 1987 to head J.P. Morgan Securities Ltd., the
firm's London-based securities company for European and Asian securities
activities. He was then named head of Morgan's London office in 1989, and in
1991 he was appointed Morgan's senior executive for Europe, the Middle East, and
Africa. In recent years Mr. Gubert has played a key role in building Morgan's
M&A and strategic advisory capabilities.

         Born in Merano, Italy, Mr. Gubert graduated from the University of
Florence in 1970 with a doctorate in law. In 1973 he graduated from INSEAD in
Fontainebleau, France.

         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.

                                      # # #