Pricing Supplement No. 21 Dated July 25, 1996 (To Prospectus Supplement dated February 20, 1996 and Prospectus dated January 31, 1996) Pursuant to Rule 424(b)(2) Registration Statement No. 33-64193 J.P. Morgan & Co. Incorporated Medium-Term Notes, Series A (Floating Rate Notes) Principal Amount: $20,000,000 CUSIP: 61687Y AT4 Trade Date: July 25, 1996 Settlement Date: July 30, 1996 Maturity Date: July 30, 1998 If principal amount is other than U.S. dollars, equivalent in U.S. dollars: N/A Exchange Agent: N/A Price to Public (Issue Price): 99.877% Net Proceeds to Issuer: 99.858% Interest Rate (per annum): 1-month LIBOR - .125% Interest Rate Basis: ( ) Commercial Paper Rate ( ) Federal Funds Rate ( ) LIBOR (Reuters) ( ) Treasury Rate Note (X) LIBOR (Telerate) ( ) Other: ( ) Prime Rate Interest Payment Date(s): The 30th of each month, except in those months which have less than 30 calendar days, in which case payment will occur on the last Business Day of these respective months, commencing August 30, 1996. Record Date(s): ( X ) The fifteenth day (whether or not a Business Day) next preceding each Interest Payment Date. ( ) Other: Initial Interest Rate Per Annum: 5.3125% Interest Payment Period: ( ) Annual ( ) Semi-Annual (X) Monthly ( ) Quarterly Interest Reset Periods: ( ) Daily ( ) Weekly ( X ) Monthly ( ) Quarterly ( ) Semi-annually; the third Wednesday of : ( ) Annually; the third Wednesday of: Interest Determination Dates, if other than stated in the Prospectus Supplement: Second Business Day preceding the Interest Reset Date. Interest Reset Date if other than stated in the Prospectus Supplement: The 30th of each month, commencing August 30, 1996. If any Interest Reset Date, is not a Business Day, such Interest Reset Date shall be postponed to the next day that is a Business Day, except if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. In those months which have less than 30 calendar days, the Interest Reset Date shall be the last Business Day of the month. Interest Calculation: (X) Regular Floating Rate ( ) Inverse Floating Rate (Fixed Interest Rate: ___%) ( ) Other Floating Rate (See attached) Spread (plus/minus): minus .125% Spread Multiplier: N/A Index Maturity: 1 month Index Currency: N/A Maximum Interest Rate: N/A Minimum Interest Rate: N/A Calculation Date if other than stated in the Prospectus Supplement: N/A Right of Payment: ( ) Subordinated (X) Unsubordinated Day Count Basis: ( ) 30/360 (Commercial Paper Rate Notes, Federal Funds Rate Notes, Prime Rate Notes and LIBOR Notes) (X) Actual/360 Form: (X) Book-Entry Note (DTC) ( ) Certificated Note Denomination: $250,000 with $5,000 integral multiples thereafter. Redemption: (X) The Notes may not be redeemed prior to stated maturity. ( ) The Notes may be redeemed prior to maturity. Optional Redemption Date(s): Initial Redemption Date: Initial Redemption Percentage: Annual Redemption Percentage Reduction: Modified Payment Upon Acceleration: Repayment Date Prices: N/A Sinking Fund: None Extendible Note: ( ) Yes (X) No Amortization Schedule: N/A Original Issue Discount: N/A Amount of OID: Yield to Maturity: Interest Accrual Date: Initial Accrual Period OID: Indexed Note: ( ) Yes (X) No Calculation Agent(s): (X) First Trust of New York, National Association ( ) Morgan Guaranty Trust Company of New York Plan of Distribution: The Company, through J.P. Morgan Securities Inc. ("JPMSI") acting as the Company's agent, will sell the aggregate principal amount of the Notes to Goldman, Sachs & Co. at a price of 99.858% of the principal amount of the Notes. The Company has agreed to indemnify JPMSI and Goldman, Sachs & Co. against certain liabilities, including liabilities under the Securities Act of 1933, as amended. Additional Terms: CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.