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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
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                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934
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        Date of Report (Date of earliest event reported) January 13, 1997


                         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 incorporation)          File Number)           Identification No.)




        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
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          (Former name or former address, if changed since last report)
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ITEM 5.  OTHER EVENTS

         On January 13, 1997, the Registrant issued a press release announcing
         its earnings for the three-month and twelve-month periods ended 
         December 31, 1996. A copy of such press release is filed herein as 
         Exhibit 99.



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

            99. Copy of press release of J.P. Morgan & Co. Incorporated
                dated January 13, 1997.



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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
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                        (REGISTRANT)







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



DATE: January 13, 1997