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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) July 14, 1998

                         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 July 14, 1998, the Registrant issued a press release announcing its
         earnings for the three-month and six-month periods ended June 30, 1998.
         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

                  12.  Statement re computation of ratios.

                  99.  Copy of press release of J.P. Morgan & Co.
                       Incorporated dated July 14, 1998.

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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/   Grace B. Vogel
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                        NAME:  Grace B. Vogel
                        TITLE: Chief Accounting Officer

DATE: July 14, 1998

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                                EXHIBIT INDEX
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      Exhibits             Description
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         12.               Statement re computation of ratios.

         99.               Copy of press release of J.P. Morgan & Co.
                           Incorporated dated July 14, 1998.