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_____________________________________________________________________
                               ______
_____________________________________________________________________
                               ______
                                  
                 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) April 11, 1996
                                  
                                  
                   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            File Number)      Identification No.)
     incorporation)

                                  
        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)
_____________________________________________________________________
                               ______
_____________________________________________________________________
                               ______


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ITEM 5.  OTHER EVENTS

         On April 11, 1996, the Registrant issued a press release
announcing
         its earnings for the three-month period ended March 31,
1996. A copy of
         such press release is filed herein as Exhibit 99.  A
complete copy of the
         by-laws of J.P. Morgan & Co. Incorporated as amended through
April 10,
         1996, is filed herein as Exhibit 3b.



ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS

         (a) Financial Statements

             NONE.  The financial statements included in this report
are not

             required to be filed as part of this report.

         (b) Pro Forma Financial Information

             NONE.

         (c) Exhibits

          3b. By-laws of J.P. Morgan & Co. Incorporated as amended
through
              April 10, 1996

          99. Copy of press release of J.P. Morgan & Co. Incorporated
              dated April 11, 1996.


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                             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/    PATRICIA A. JONES
                        ____________________________
                        NAME:  PATRICIA A. JONES
                        TITLE: MANAGING DIRECTOR



DATE: April 11, 1996


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                          LIST OF EXHIBITS

EXHIBIT

3b.       By-laws of J.P. Morgan & Co. Incorporated as amended
through
          April 10, 1996

99.       Copy of press release of J.P. Morgan & Co. Incorporated
          dated April 11, 1996.