Exhibit 23 (a)


               CONSENT OF INDEPENDENT ACCOUNTANTS




We  hereby  consent  to the incorporation  by  reference  in  the
Prospectus constituting part of this Post-Effective Amendment No.
1 to the Registration Statement on Form S-3 (No. 33-55851) of our
report dated January 12, 1994 appearing on page 36 of J.P. Morgan
&  Co.  Incorporated's Annual Report on Form 10-K  for  the  year
ended December 31, 1993.  We also consent to the reference to  us
under the heading "Experts" in such Prospectus.







PRICE WATERHOUSE LLP
New York, New York
March 13, 1995