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                                               Exhibit 10(h)
                              
                              
                              
               J.P. MORGAN & CO. INCORPORATED
                     STOCK OPTION AWARD

1.   J.P. Morgan & Co. Incorporated (the "Company") on
January 16, 1995 has granted and hereby evidences the grant
to Dennis Weatherstone (the "Optionee"), subject to the
terms and conditions set forth herein, a non-qualified stock
option (the "Option") to purchase from the Company 150,000
shares of Common Stock of the Company at a per share price
of $60.50.  Fifty percent of the Option shall be exercisable
beginning January 16, 1996 and one hundred percent of the
Option shall be exercisable beginning January 16, 1997.
Upon exercise of the Option, in whole or in part, the
Company shall cause a certificate for shares of Common Stock
to be issued to the Optionee.

2.   Subject to the terms and conditions hereof, the Option
shall be exercisable at the times set forth in paragraph 1.
Shares may be purchased until the Option shall expire or be
canceled or surrendered, by giving the Company written
notice of exercise specifying the number of shares to be
purchased, which number may not be less than five shares.
The notice of exercise shall be accompanied by tender to the
Company of the full purchase price of said shares and the
related amount of income taxes required to be withheld by
the Company, if applicable.  Payment of the purchase price
of said shares shall be made in cash, shares of Common
Stock, a combination of cash and such shares, or any
additional method of payment acceptable to the Company's
Committee on Management Development and Executive
Compensation or any successor thereto (the "Committee").
The preceding sentence notwithstanding, the Committee may,
in its sole discretion, prohibit or limit the use of shares
of Common Stock as part or full payment of the purchase
price.  Any such shares delivered as part or full payment of
the purchase price shall be valued on the date of exercise
at their fair market value determined in accordance with
procedures established by the Committee.

3.   Without limiting the generality of paragraph 1 or 2
hereof, the Option is subject to the following conditions:

     (a) the Option shall not in any event be exercisable
after the close of business on January 14,   2005;

     (b) the Option shall not be transferred except by will
or the laws of descent and distribution or,  during the
lifetime of the Optionee, to one or more members of the
Optionee's immediate family, to a partnership of which the
only partners are members of the Optionee's immediate
family, or to a trust established by the Optionee for the
benefit of one or more members of the Optionee's immediate
family ("immediate family" meaning the Optionee's spouse,
parents, children, grandchildren and the spouses of such
parents, children and grandchildren);

     (c) upon the death of the Optionee prior to January 15,
2005, the person or persons to whom the      Optionee's
rights under the Option are transferred in accordance with
subparagraph (b) hereof, may, on or prior to January 14,
2005, purchase any or all of the shares remaining subject to
the Option at the time of such death at or after the time
the Optionee would have been entitled to purchase such
shares had the Optionee survived;

     (d) upon a "Change in Control" (which term shall have
the same definition as that in Section 9.1   of the 1992
Stock Incentive Plan of J.P. Morgan & Co. Incorporated and
Affiliated Companies), the Option shall, unless the
Committee determines otherwise, immediately become
exercisable in full; and

     (e) prior to the occurrence of a Change in Control, but
not thereafter, the Committee may, in its    sole discretion
and with or without cause, cancel the Option in whole or in
part to the extent it  has not theretofore been exercised.

4.   In the event the Committee shall determine that any
stock dividend, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation,
split-up, spin-off, combination, exchange of shares,
warrants or rights offering to purchase Common Stock at a
price substantially below fair market value, or other
similar corporate event has affected the Common Stock of the
Company, such adjustment may be made in the number and
option price of the shares subject to the Option as may be
determined to be appropriate by the Committee in its sole
discretion.

5.   Any notice given hereunder to the Company shall be
addressed to the Company in the manner specified in the
notice of exercise provided by the Committee, and any notice
given hereunder to the Optionee shall be addressed to him at
his address as shown on the records of the Company.

6.   The Optionee shall be bound by the terms and conditions
hereof.