Pricing Supplement No. 23 Dated July 31, 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 (Fixed Rate Notes) Principal Amount: $31,000,000 If principal amount is stated in other than U.S. dollars, equivalent amount in U.S. dollars: N/A CUSIP: 61687Y AV9 Trade Date: July 31, 1996 Settlement Date: August 5, 1996 Maturity Date: August 5, 1998 Price to Public (Issue Price): Variable Price Re-offering Net Proceeds to Issuer: 100.00% Interest Rate (per annum): 6.362% Interest Payment Date(s): February 5 and August 5; commencing February 5, 1997 Record Date(s): ( ) March 1 and September 1 of each year (X ) Other: February 1 and August 1 of each year Day Count Basis: (X) 30/360 ( ) Actual Form: (X) Book-Entry Note (DTC) ( ) Certificated Note 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: Sinking Fund: None Right of Payment: ( ) Subordinated (X) Unsubordinated Original Issue Discount: N/A Amount of OID: Yield to Maturity: Interest Accrual Date: Initial Accrual Period OID: Amortization Schedule: N/A Denominations: $250,000 with $5,000 integral multiples thereafter Plan of Distribution: The Company, through J.P. Morgan Securities Inc. ("JPMSI") acting as the Company's agent, will sell the Notes in their entirety to Goldman, Sachs & Co. at a price of 100.00% 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 SUPPLEMENTOR THE PROSPECTUS SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.