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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, 1997

[ ] 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

2.5% Commodity-Indexed Preferred American Stock Exchange
Securities (ComPS(SM)), Series A issued
by J.P. Morgan Index Funding Company I
and guaranteed by J.P. Morgan & Co.
Incorporated

Securities registered pursuant to Section 12(g) of the Act: NONE
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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 $21,086,606,481 at February 27, 1998.

The number of shares outstanding of J.P. Morgan's Common Stock, $2.50 Par
Value, at February 27, 1998, totaled 176,456,958 shares.

DOCUMENTS INCORPORATED BY REFERENCE

J.P. Morgan's Annual report to Stockholders for the year ended December
31, 1997, 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 9, 1998, is
incorporated by reference in response to Part III, Items 10, 11, 12, and 13 of
Form 10-K.
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FORM 10-K CROSS-REFERENCE INDEX

Part I Page No. *

Item 1. Business
Description of business 6-13, 38-39
Number of employees 92
Financial information about foreign and domestic
operations 11-12, 86-87, 99-101
Distribution of assets, liabilities, and
stockholders' equity; interest rates and
interest differential 94-96
Investment portfolio 56-59
Loan portfolio 50-51, 67-69
Summary of loan loss experience 50-52, 69-70, 97-99
Deposits 94-96, 104
Return on equity and assets 92-93
Short-term borrowings 105

Item 2. Properties 39

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 88, 92-93, 106

Item 6. Selected financial data 92-93

Item 7. Management's discussion and analysis of financial
condition and results of operations 1-39

Item 8. Financial statements and supplementary data
Report of independent accountants 41
J.P. Morgan & Co. Incorporated
Consolidated statement of income 42
Consolidated balance sheet 43
Consolidated statement of changes in
stockholders' equity 44
Consolidated statement of cash flows 45
Morgan Guaranty Trust Company of New York -
Consolidated statement of condition 46
Notes to financial statements 47-91
Selected consolidated quarterly financial data (b)106

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

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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) 89-91

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)
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10f Incentive compensation plan, as amended

10g 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)

10h 1995 stock incentive plan, as amended (incorporated by reference to
Exhibit 10i to J.P. Morgan's annual report on Form 10-K for the year ended
December 31, 1996, File No. 1-5885)

10i 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 13, 1997, was filed with the
Securities and Exchange Commission during the quarter ended December
31, 1997, 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, 1997. In addition, Form 8-K dated December 10,
1997, was filed announcing a dividend increase, lower results for
the first two months of the fourth quarter, and a stock repurchase
program.

*Refers to pages appearing in the J.P. Morgan & Co. Incorporated annual
report to stockholders for the year ended December 31, 1997. 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.
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(a) Nothing to report.

(b) Fourth quarter 1997 results are incorporated by reference to the report on
Form 8-K dated January 15, 1998, filed with the Securities and Exchange
Commission.

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 9,
1998, on its behalf by the undersigned, thereunto duly authorized.

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

By (SIGNATURE) /s/RACHEL F. ROBBINS
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(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 9, 1998, by the following persons on behalf of
the registrant in the capacities indicated.

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

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

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

By (SIGNATURE) /s/PAUL A. ALLAIRE*
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(Name and Title) Paul A. Allaire, Director

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

By (SIGNATURE) /s/LAWRENCE A. BOSSIDY *
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(Name and Title) Lawrence A. Bossidy, Director

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

By (SIGNATURE) /s/ELLEN V. FUTTER *
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(Name and Title) Ellen V. Futter, Director

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

By (SIGNATURE) /s/WALTER A. GUBERT
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(Name and Title) Walter A. Gubert
Vice Chairman of the Board and Director
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By (SIGNATURE) /s/JAMES R. HOUGHTON *
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(Name and Title) James R. Houghton, Director

By (SIGNATURE) /s/JAMES L. KETELSEN *
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(Name and Title) James L. Ketelsen, Director

By (SIGNATURE) /s/JOHN A. KROL *
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(Name and Title) John A. Krol, Director

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

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

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

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

By (SIGNATURE) /s/KURT F. VIERMETZ *
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(Name and Title) Kurt F. Viermetz, Director

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

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

* By /s/JAMES C.P. BERRY
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James C.P. Berry
(Attorney-in-fact)
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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 Incentive compensation plan, as amended

10g 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)

10h 1995 stock incentive plan, as amended (incorporated by reference to
Exhibit 10i to J.P. Morgan's annual report on Form 10-K for the year
ended December 31, 1996, File No. 1-5885)

10i 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
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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