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.
2 to the Registration Statement on Form S-3 (No. 33-55851) of our
report dated January 11, 1995 appearing on page 41 of J.P. Morgan
& Co. Incorporated's Annual Report on Form 10-K for the year
ended December 31, 1994 (included in J.P. Morgan &  Co.
Incorporated's Annual Report to Stockholders). We also consent to
the reference to us under the heading "Experts" in such
Prospectus.







PRICE WATERHOUSE LLP
New York, New York
April 19, 1995