POWER OF ATTORNEY
                           (Form 10-K)




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Michael E. Patterson, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to
act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's name,
place and stead, in any and all capacities, to sign any and all
Annual Reports of J.P. Morgan & Co. Incorporated on Form 10-K and
any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 25th day of March, 1996.


                    Douglas A. Warner III/s/


                        POWER OF ATTORNEY
                           (Form 10-K)




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Michael E. Patterson, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to
act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's name,
place and stead, in any and all capacities, to sign any and all
Annual Reports of J.P. Morgan & Co. Incorporated on Form 10-K and
any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 25th day of March, 1996.


                    Riley P. Bechtel/s/



                        POWER OF ATTORNEY
                           (Form 10-K)




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Michael E. Patterson, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to
act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's name,
place and stead, in any and all capacities, to sign any and all
Annual Reports of J.P. Morgan & Co. Incorporated on Form 10-K and
any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 25th day of March, 1996.


                    Martin Feldstein/s/



                        POWER OF ATTORNEY
                           (Form 10-K)




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Michael E. Patterson, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to
act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's name,
place and stead, in any and all capacities, to sign any and all
Annual Reports of J.P. Morgan & Co. Incorporated on Form 10-K and
any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 25th day of March, 1996.


                    Hanna H. Gray/s/



                        POWER OF ATTORNEY
                           (Form 10-K)




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Michael E. Patterson, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to
act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's name,
place and stead, in any and all capacities, to sign any and all
Annual Reports of J.P. Morgan & Co. Incorporated on Form 10-K and
any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 25th day of March, 1996.


                    James R. Houghton/s/



                        POWER OF ATTORNEY
                           (Form 10-K)




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Michael E. Patterson, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to
act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's name,
place and stead, in any and all capacities, to sign any and all
Annual Reports of J.P. Morgan & Co. Incorporated on Form 10-K and
any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 25th day of March, 1996.


                    James L. Ketelsen/s/



                        POWER OF ATTORNEY
                           (Form 10-K)




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Michael E. Patterson, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to
act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's name,
place and stead, in any and all capacities, to sign any and all
Annual Reports of J.P. Morgan & Co. Incorporated on Form 10-K and
any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 25th day of March, 1996.


                    William S. Lee/s/



                        POWER OF ATTORNEY
                           (Form 10-K)




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Michael E. Patterson, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to
act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's name,
place and stead, in any and all capacities, to sign any and all
Annual Reports of J.P. Morgan & Co. Incorporated on Form 10-K and
any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 25th day of March, 1996.


                    Roberto G. Mendoza/s/



                        POWER OF ATTORNEY
                           (Form 10-K)




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Michael E. Patterson, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to
act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's name,
place and stead, in any and all capacities, to sign any and all
Annual Reports of J.P. Morgan & Co. Incorporated on Form 10-K and
any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 25th day of March, 1996.


                    Michael E. Patterson/s/



                        POWER OF ATTORNEY
                           (Form 10-K)




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Michael E. Patterson, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to
act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's name,
place and stead, in any and all capacities, to sign any and all
Annual Reports of J.P. Morgan & Co. Incorporated on Form 10-K and
any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 25th day of March, 1996.


                    Lee R. Raymond/s/



                        POWER OF ATTORNEY
                           (Form 10-K)




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Michael E. Patterson, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to
act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's name,
place and stead, in any and all capacities, to sign any and all
Annual Reports of J.P. Morgan & Co. Incorporated on Form 10-K and
any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 25th day of March, 1996.


                    Richard D. Simmons/s/



                        POWER OF ATTORNEY
                           (Form 10-K)




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Michael E. Patterson, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to
act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's name,
place and stead, in any and all capacities, to sign any and all
Annual Reports of J.P. Morgan & Co. Incorporated on Form 10-K and
any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 25th day of March, 1996.


                    Kurt F. Viermetz/s/




                        POWER OF ATTORNEY
                           (Form 10-K)




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Michael E. Patterson, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to
act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's name,
place and stead, in any and all capacities, to sign any and all
Annual Reports of J.P. Morgan & Co. Incorporated on Form 10-K and
any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 25th day of March, 1996.


                    Dennis Weatherstone/s/



                        POWER OF ATTORNEY
                           (Form 10-K)




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Michael E. Patterson, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to
act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's name,
place and stead, in any and all capacities, to sign any and all
Annual Reports of J.P. Morgan & Co. Incorporated on Form 10-K and
any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 25th day of March, 1996.


                    Douglas C. Yearley/s/



                        POWER OF ATTORNEY
                           (Form 10-K)




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Michael E. Patterson, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to
act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's name,
place and stead, in any and all capacities, to sign any and all
Annual Reports of J.P. Morgan & Co. Incorporated on Form 10-K and
any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 25th day of March, 1996.


                    John A. Mayer, Jr./s/



                        POWER OF ATTORNEY
                           (Form 10-K)




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto G.
Mendoza, Kurt F. Viermetz, Michael E. Patterson, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to
act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's name,
place and stead, in any and all capacities, to sign any and all
Annual Reports of J.P. Morgan & Co. Incorporated on Form 10-K and
any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 25th day of March, 1996.


                    David H. Sidwell/s/