1

- --------------------------------------------------------------------------------
                                                                December 9, 1998



 J.P. Morgan announces quarterly dividend increase, continued share repurchases;
                lower operating earnings seen for fourth quarter

      The Board of Directors of J.P. Morgan & Co. Incorporated today declared an
increase in the regular quarterly dividend to $0.99 per share from $0.95 per
share on the company's common stock (NYSE: JPM) for the quarter ending December
31, 1998.

      The Board also approved the purchase of up to $750 million of J.P. Morgan
common stock, subject to market conditions and other factors. These purchases
may be made periodically in 1999 or beyond in the open market or through
privately negotiated transactions. To date in 1998, the firm has purchased $755
million of its shares.

      These capital actions reflect confidence in the outlook for Morgan's
global business, notwithstanding that operating earnings for the 1998 fourth
quarter are expected to be lower than in the third quarter because of weak
results in proprietary activities, partially offset by a recent pickup in client
activity. Morgan also will record a charge of approximately $100 million before
taxes in the fourth quarter related to previously reported cost reduction
programs.

      The regular common stock dividend will be payable January 15, 1999, to
stockholders of record at the close of business on December 21, 1998.
Annualized, the new dividend is $3.96, compared with $3.80 previously, and
represents an increase of approximately 4%.

      A dividend has been declared on Adjustable Rate Cumulative Preferred
Stock, Series A (NYSE: JPM Pr A) at the rate of 5% per annum and in the amount
of $1.25 per share for the quarter ending December 31, 1998, payable on December
31, 1998, to stockholders of record at the close of business on December 21,
1998.

      A dividend also has been declared on Cumulative Preferred Stock, Series H
(NYSE: JPM Pr H) at the rate of 6.625% per annum and in the amount of $8.28125
(or the equivalent of $0.828125 per depositary share) for the quarter ending
December 31, 1998, payable on December 31, 1998, to stockholders of record at
the close of business on December 21, 1998.


                                       # # #


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