1
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, 1998

[ ] 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 Stock, New York Stock Exchange
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

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

Commodity-Indexed Preferred Securities American Stock Exchange
(ComPS(SM)), Series B issued by J.P.Morgan
Index Funding Company I and guaranteed by
J.P. Morgan & Co. Incorporated, Initial
Face Amount $13

Securities registered pursuant to Section 12(g) of the Act: NONE
2
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 $19,614,031,243 at February 26, 1999.

The number of shares outstanding of J.P. Morgan's Common Stock, $2.50
Par Value, at February 26, 1999, 176,009,254 totaled shares.

DOCUMENTS INCORPORATED BY REFERENCE

J.P. Morgan's Annual report to Stockholders for the year ended December
31, 1998, is incorporated by reference in response to Part I, Items 1, 2, 3, and
4; Part II, Items 5, 6, 7, 7a, 8, and 9; and Part IV, Item 14 of Form 10-K.

J.P. Morgan's definitive Proxy Statement dated March 11, 1999, is
incorporated by reference in response to Part III, Items 10, 11, 12, and 13 of
Form 10-K.
3
3

FORM 10-K CROSS-REFERENCE INDEX
-------------------------------

Part I Page No. *

Item 1. Business
Description of business 19-30, 47-48
Number of employees 128
Financial information about foreign and domestic
operations 42-44, 123-124, 134-135
Distribution of assets, liabilities, and
stockholders' equity; interest rates and
interest differential 131-133
Investment portfolio 82-84
Loan portfolio 72-74, 89-92
Summary of loan loss experience 73-74, 92-96
Deposits 96-97, 131-133
Return on equity and assets 128-129
Short-term borrowings 97-98

Item 2. Properties 48

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 124, 128-130

Item 6. Selected financial data 128-129

Item 7. Management's discussion and analysis of financial
condition and results of operations 1-4, 17-59

Item 7a. Quantitative and qualitative disclosures about market
risk 49-54

Item 8. Financial statements and supplementary data
Report of independent accountants 62
J.P. Morgan & Co. Incorporated
Consolidated statement of income 63
Consolidated balance sheet 64
Consolidated statement of changes in
stockholders' equity 65-66
Consolidated statement of cash flows 67
Morgan Guaranty Trust Company of New York -
Consolidated statement of condition 68
Notes to financial statements 69-127
Selected consolidated quarterly financial data (b)130

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

4
4

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) 125-127

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
5

10f. Incentive compensation 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, 1997, File No.
1-5885)

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)

10j. 1998 performance plan (incorporated by reference to Exhibit 10
to J.P. Morgan's quarterly report on Form 10-Q for the quarter
ended September 30, 1998, 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 19, 1998, was filed with
the Securities and Exchange Commission during the quarter
ended December 31, 1998, 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, 1998.
In addition, Form 8-K dated December 9, 1998, was filed
announcing a dividend increase, lower results for 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, 1998. 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.
6
6

(a) Nothing to report.

(b) Fourth quarter 1998 results are incorporated by reference to the
report on Form 8-K dated January 19, 1999, 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
11, 1999, 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 11, 1999, 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/PAUL A. ALLAIRE*
-----------------------------
(Name and Title) Paul A. Allaire, Director

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

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

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

By (SIGNATURE) s/ELLEN V. FUTTER *
-----------------------------
(Name and Title) Ellen V. Futter, Director
8
8

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

By (SIGNATURE) s/WALTER A. GUBERT *
-----------------------------
(Name and Title) Walter A. Gubert
Vice Chairman of the Board and 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

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, 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
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)

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)

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 (incorporated by
reference to Exhibit 10f to J.P. Morgan annual report on Form
10-K for the year ended December 31, 1997, File No. 1-5885)

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)
10
10

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)

10j. 1998 performance plan (incorporated by reference to Exhibit 10
to J.P. Morgan's quarterly report on Form 10-Q for the quarter
ended September 30, 1998, 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