1
FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

-----------------------

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-5885

J.P. MORGAN & CO. INCORPORATED
(Exact name of registrant as specified in its charter)

Delaware 13-2625764
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

60 Wall Street, New York, NY 10260-0060
(Address of principal (Zip Code)
executive offices)

Registrant's telephone number, including area code: (212) 483-2323
------------------------------------------------------------------

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered
- ------------------- ------------------------

Common Stock, $2.50 Par Value New York Stock Exchange

Adjustable Rate Cumulative Preferred New York Stock Exchange
Stock, Series A, No Par Value,
Stated Value $100

Depositary shares representing a one- New York Stock Exchange
tenth interest in 6 5/8% Cumulative
Preferred Stock, Series H, No Par
Value, Stated Value $500

4 3/4% Convertible Debentures due 1998 New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE
2
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

The aggregate market value of the voting stock held by nonaffiliates of
J.P. Morgan totaled $19,344,804,150 at February 28, 1997.

The number of shares outstanding of J.P. Morgan's Common Stock, $2.50
Par Value, at February 28, 1997, totaled 184,236,230 shares.

DOCUMENTS INCORPORATED BY REFERENCE

J.P. Morgan's Annual report to Stockholders for the year ended December
31, 1996, is incorporated by reference in response to Part I, Items 1, 2, 3, and
4; Part II, Items 5, 6, 7, 8, and 9; and Part IV, Item 14 of Form 10-K.

J.P. Morgan's definitive Proxy Statement dated March 24, 1997, is
incorporated by reference in response to Part III, Items 10, 11, 12, and 13 of
Form 10-K.
3
FORM 10-K CROSS-REFERENCE INDEX
-------------------------------

Part I Page No. *

Item 1. Business
Description of business 2-10, 97-100
Number of employees 78
Financial information about foreign and domestic
operations 73, 86-88
Distribution of assets, liabilities, and
stockholders' equity; interest rates and
interest differential 80-82
Investment portfolio 46-49
Loan portfolio 41,56-57,83-88
Summary of loan loss experience 85-87
Deposits 80-82,91
Return on equity and assets 78-79
Short-term borrowings 92

Item 2. Properties 100

Item 3. Legal proceedings (a)

Item 4. Submission of matters to a vote of security holders (a)

Part II

Item 5. Market for registrant's common equity and related
stockholder matters 77-79,93

Item 6. Selected financial data 78-79

Item 7. Management's discussion and analysis of financial
condition and results of operations 2-32

Item 8. Financial statements and supplementary data
Report of independent accountants 34
J.P. Morgan & Co. Incorporated
Consolidated statement of income 35
Consolidated balance sheet 36
Consolidated statement of changes in
stockholders' equity 37
Consolidated statement of cash flows 38
Morgan Guaranty Trust Company of New York -
Consolidated statement of condition 39
Notes to financial statements 40-77
Selected consolidated quarterly financial data (b)93

Item 9. Changes in and disagreements with accountants
on accounting and financial disclosure (a)

Part III Page No. *

Item 10. Directors and executive officers of the registrant (c)

Item 11. Executive compensation (c)

Item 12. Security ownership of certain beneficial owners
and management (c)

Item 13. Certain relationships and related transactions (c)

Part IV

Item 14. Exhibits, financial statement schedules, and reports on Form 8-K

1. Financial statements have been
included in Item 8.

2. Financial statement schedules
Schedule III - Condensed financial information
of J.P. Morgan & Co. Incorporated (parent) 74-76

Exhibits

3a. Restated certificate of incorporation, as amended
(incorporated by reference to Exhibit 3a to J.P. Morgan's
post-effective amendment No. 1 to Form S-3, Registration
No. 33-55851)

3b. By-laws of J.P. Morgan as amended through April 10, 1996
(incorporated by reference to Exhibit 3b to J.P. Morgan's
report on Form 8-K, dated April 11, 1996)

4. Instruments defining the rights of security holders,
including indentures. J.P. Morgan hereby agrees to furnish
to the Commission, upon request, a copy of any unfiled
agreements defining the rights of holders of long-term debt
of J.P. Morgan and of all subsidiaries of J.P. Morgan for
which consolidated or unconsolidated financial statements
are required to be filed.

10a. 1992 stock incentive plan, as amended (incorporated by
reference to Exhibit 10a to J.P. Morgan's annual report on
Form 10-K for the year ended December 31, 1994, File No.
1-5885)

10b. Director stock plan, as amended (incorporated by reference
to Exhibit 10b to J.P. Morgan's annual report on Form 10-K
for the year ended December 31, 1994, File No. 1-5885)

10c. Deferred compensation plan for directors' fees, as amended
(incorporated by reference to Exhibit 10c to J.P. Morgan's
annual report on Form 10-K for the year ended December 31,
1992, File No, 1-5885)

10d. 1989 stock incentive plan, as amended (incorporated by
reference to Exhibit 10d to J.P. Morgan's annual report on
Form 10-K for the year ended December 31, 1994, File No.
1-5885)

10e. 1987 stock incentive plan, as amended (incorporated by
reference to Exhibit 10e to J.P. Morgan's annual report on
Form 10-K for the year ended December 31, 1994, File No.
1-5885)
5
10f. Stock option plan, as amended (incorporated by reference to
Exhibit 10f to J.P. Morgan's annual report on Form 10-K for
the year ended December 31, 1994, File No. 1-5885)

10g. Incentive compensation plan, as amended (incorporated by
reference to Exhibit 10g to J.P. Morgan's annual report on
Form 10-K for the year ended December 31, 1994, File No.
1-5885)

10h. Stock option award (incorporated by reference to Exhibit
10h to J.P. Morgan's quarterly report on Form 10-Q for the
quarter ended March 31, 1995, File No. 1-5885)

10i. 1995 stock incentive plan, as amended

10j. 1995 executive officer performance plan (incorporated by
reference to Exhibit 10j to J.P. Morgan's annual report on
Form 10-K for the year ended December 31, 1995, File No.
1-5885)

12. Statements re computation of ratios

13. Annual report to stockholders. Only those sections of the
annual report to stockholders referenced in the
cross-reference index above are incorporated in the report
on Form 10-K.

21. Subsidiaries of J.P. Morgan

23. Consent of independent accountants

24. Powers of attorney

27. Financial data schedule

Other schedules and exhibits are omitted because the required
information either is not applicable or is shown in the consolidated
financial statements or the notes thereto.

Reports on Form 8-K

Report on Form 8-K dated October 10, 1996, was filed with the
Securities and Exchange Commission during the quarter ended
December 31, 1996, which reported the issuance by J.P. Morgan of
a press release reporting its earnings for the three- and
nine-month periods ended September 30, 1996. In addition, Form
8-K dated December 11, 1996, was filed announcing a dividend
increase, a stock repurchase program, and that John A. Krol had
been elected a director of both J.P. Morgan and Morgan Guaranty
effective January 1, 1997.

*Refers to pages appearing in the J.P. Morgan & Co. Incorporated
annual report to stockholders for the year ended December 31, 1996.
Such annual report was mailed to stockholders and a copy is attached
hereto as Exhibit 13. The aforementioned pages are incorporated
herein by reference in accordance with General Instruction G to Form
10-K. This document shall be deemed to have been "filed" only to the
extent of the material incorporated herein by reference.

(a) Nothing to report.

(b) Fourth quarter 1996 results are incorporated by reference to the
report on Form 8-K dated January 13, 1997, filed with the Securities
and Exchange Commission.

7
SIGNATURES

----------

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on March
24, 1997, on its behalf by the undersigned, thereunto duly authorized.

(Registrant) J.P. MORGAN & CO. INCORPORATED

By (SIGNATURE) /s/ RACHEL F. ROBBINS
-----------------------------
(Name and Title) Rachel F. Robbins
Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on March 24, 1997, by the following persons on behalf of
the registrant in the capacities indicated.

By (SIGNATURE) /s/ JOHN A. MAYER JR.
-----------------------------
(Name and Title) John A. Mayer Jr.
Chief Financial Officer
(Principal financial officer)

By (SIGNATURE) /s/ DAVID H. SIDWELL
-----------------------------
(Name and Title) David H. Sidwell
Managing Director and Controller
(Principal accounting officer)

By (SIGNATURE) /s/ DOUGLAS A. WARNER III *
-----------------------------
(Name and Title) Douglas A. Warner III
Chairman of the Board and Director
(Principal executive officer)

By (SIGNATURE) /s/ RILEY P. BECHTEL *
-----------------------------
(Name and Title) Riley P. Bechtel, Director

By (SIGNATURE) /s/ MARTIN FELDSTEIN *
-----------------------------
(Name and Title) Martin Feldstein, Director

By (SIGNATURE) /s/ HANNA H. GRAY *
-----------------------------
(Name and Title) Hanna H. Gray, Director

By (SIGNATURE) /s/ JAMES R. HOUGHTON *
-----------------------------
(Name and Title) James R. Houghton, Director

By (SIGNATURE) /s/ JAMES L. KETELSEN *
-----------------------------
(Name and Title) James L. Ketelsen, Director
8
By (SIGNATURE) /s/ JOHN A. KROL *
-----------------------------
(Name and Title) John A. Krol, Director

By (SIGNATURE) /s/ ROBERTO G. MENDOZA *
-----------------------------
(Name and Title) Roberto G. Mendoza
Vice Chairman of the Board and Director

By (SIGNATURE) /s/ MICHAEL E. PATTERSON *
-----------------------------
(Name and Title) Michael E. Patterson
Vice Chairman of the Board and Director

By (SIGNATURE) /s/ LEE R. RAYMOND *
-----------------------------
(Name and Title) Lee R. Raymond, Director

By (SIGNATURE) /s/ RICHARD D. SIMMONS *
-----------------------------
(Name and Title) Richard D. Simmons, Director

By (SIGNATURE) /s/ KURT F. VIERMETZ *
-----------------------------
(Name and Title) Kurt F. Viermetz
Vice Chairman of the Board and Director

By (SIGNATURE) /s/ DENNIS WEATHERSTONE *
-----------------------------
(Name and Title) Dennis Weatherstone, Director

By (SIGNATURE) /s/ DOUGLAS C. YEARLEY *
-----------------------------
(Name and Title) Douglas C. Yearley, Director

* By /s/ JAMES C.P. BERRY
--------------------------
James C.P. Berry
(Attorney-in-fact)
9
LIST OF EXHIBITS

3a. Restated certificate of incorporation, as amended (incorporated
by reference to Exhibit 3a to J.P. Morgan's post-effective
amendment No. 1 to Form S-3, Registration No. 33-55851)

3b. By-laws of J.P. Morgan as amended through April 10, 1996
(incorporated by reference to Exhibit 3b to J.P. Morgan's report
on Form 8-K, dated April 11, 1996)

4. Instruments defining the rights of security holders, including
indentures. J.P. Morgan hereby agrees to furnish to the
Commission, upon request, a copy of any unfiled agreements
defining the rights of holders of long-term debt of J.P. Morgan
and of all subsidiaries of J.P. Morgan for which consolidated or
unconsolidated financial statements are required to be filed.

10a. 1992 stock incentive plan, as amended (incorporated by reference
to Exhibit 10a to J.P. Morgan's annual report on Form 10-K for
the year ended December 31, 1994, File No. 1-5885)

10b. Director stock plan, as amended (incorporated by reference to
Exhibit 10b to J.P. Morgan's annual report on Form 10-K for the
year ended December 31, 1994, File No. 1-5885)

10c. Deferred compensation plan for directors' fees, as amended
(incorporated by reference to Exhibit 10c to J.P. Morgan's annual
report on Form 10-K for the year ended December 31, 1992, File
No, 1-5885)

10d. 1989 stock incentive plan, as amended (incorporated by reference
to Exhibit 10d to J.P. Morgan's annual report on Form 10-K for
the year ended December 31, 1994, File No. 1-5885)

10e. 1987 stock incentive plan, as amended (incorporated by reference
to Exhibit 10e to J.P. Morgan's annual report on Form 10-K for
the year ended December 31, 1994, File No. 1-5885)

10f. Stock option plan, as amended (incorporated by reference to
Exhibit 10f to J.P. Morgan's annual report on Form 10-K for the
year ended December 31, 1994, File No. 1-5885)

10g. Incentive compensation plan, as amended (incorporated by
reference to Exhibit 10g to J.P. Morgan's annual report on Form
10-K for the year ended December 31, 1994, File No. 1-5885)

10h. Stock option award (incorporated by reference to Exhibit 10h to
J.P. Morgan's quarterly report on Form 10-Q for the quarter ended
March 31, 1995, File No. 1-5885)

10i. 1995 stock incentive plan, as amended

10j. 1995 executive officer performance plan (incorporated by
reference to Exhibit 10j to J.P. Morgan's annual report on Form
10-K for the year ended December 31, 1995, File No. 1-5885)

12. Statements re computation of ratios
10
13. Annual report to stockholders. Only those sections of the annual
report to stockholders referenced in the cross-reference index
above are incorporated in the report on Form 10-K.

21. Subsidiaries of J.P. Morgan

23. Consent of independent accountants

24. Powers of attorney

27. Financial data schedule