MORGAN J P & CO INC
10-Q/A, 1995-01-17
STATE COMMERCIAL BANKS
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<PAGE>    1


                                 FORM 10-Q/A
                                      
                     SECURITIES AND EXCHANGE COMMISSION
                                      
                           Washington, D.C.  20549


(Mark one)

         (x)    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                                      
              For the quarterly period ended September 30, 1994
                                      
                                     OR
                                      
        ( )    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      (I.R.S. Employer
               of
        incorporation or          Identification No.)
         organization)

                        60 Wall Street, New York, NY
                  (Address of principal executive offices)
                                      
                                 10260-0060
                                 (Zip Code)
                                      
                               (212) 483-2323
            (Registrant's telephone number, including area code)

                                      
            This Form 10-Q/A amends the following Items:

             Item 2.  Management's Discussion and Analysis of Financial
                      Condition and Results of Operations - Foreign-Country-
                      Related Outstandings
<PAGE>    2


PART I -- FINANCIAL INFORMATION


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS
        Discussion of the financial condition and results of
        operations; Statements of consolidated average balances
        and net interest earnings of J.P. Morgan & Co. Incorporated
        ("J.P. Morgan") for the three months and nine months ended
        September 30, 1994; Table of asset and liability management
        derivatives; and Table of interest rate sensitivity are set forth
        on pages 3 through 16 herein.


SIGNATURES                                                             17

<PAGE>     3
PART I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

   J.P. Morgan & Co. Incorporated reported 1994 third-quarter net income of
$327 million, 30% lower than net income of $468 million earned in the third
quarter of 1993.  Earnings per share were $1.63, versus $2.30 in the same
period of 1993.  For the nine months ended September 30, 1994, J.P. Morgan
earned $1.022 billion, compared with income (before the cumulative effect of
an accounting change) of $1.331 billion in the same period last year.
Earnings per share for the first nine months were $5.05, versus $6.57 (before
the cumulative effect of an accounting change) in the 1993 period.


<TABLE>
SUMMARY OF EARNINGS
<CAPTION>

($ in millions,                 Third quarter            Nine months
except per share data)         1994      1993         1994      1993
_____________________________________________________________________________
_____
<S>                        <C>        <C>        <C>        <C>
Net interest revenue        $  526     $  439    $ 1,463     $ 1,295
Noninterest revenue             906     1,174        2,826     3,341
Operating expenses            (941)     (882)      (2,729)   (2,557)
Income taxes                  (164)     (263)        (538)     (748)
_____________________________________________________________________________
_____
Income before cumulative effect
 of accounting change           327       468        1,022     1,331
Cumulative effect of accounting
 change                          --        --           --     (137)
Net income                      327       468        1,022     1,194
_____________________________________________________________________________
_____

PER COMMON SHARE
                                Third quarter            Nine months
                               1994      1993         1994      1993
_____________________________________________________________________________
_____
Income before cumulative effect
 of accounting change         $1.63     $2.30        $5.05     $6.57
Cumulative effect of accounting
 change                          --        --           --    (0.68)
_____________________________________________________________________________
_____
Net income                     1.63      2.30         5.05      5.89
_____________________________________________________________________________
_____

Dividends declared            $0.68     $0.60        $2.04     $1.80
_____________________________________________________________________________
_____
</TABLE>

<PAGE>     4

SUMMARY OF RESULTS IN THE 1994 THIRD QUARTER:

- -Total revenue was $1.432 billion, compared with $1.613 billion in last
 year's third quarter.

- -  Total net interest revenue was $526 million, versus $439 million in the
 1993 third quarter.

- -Total noninterest revenue was $906 million, compared with $1.174 billion in
 the third quarter a year ago.
   - Trading revenue was $282 million, versus last year's third-quarter
     results of $464 million.
   - Corporate finance revenue was $108 million, compared with $140 million a
     year ago.
   - Credit-related fees were $49 million, compared with $55 million in the
     1993 third quarter.
   - Investment management fees were $133 million, compared with $116 million
     last year.
   - Operational service fees were $135 million, compared with $122 million a
     year ago.
   - Net investment securities losses were $27 million in the quarter.
   - Other revenue in the quarter was $226 million.
   
- -  Operating expenses were $941 million in the quarter, versus $882 million
 in the third quarter of 1993.


<PAGE>     5

NET INTEREST REVENUE
   Net interest revenue was $526 million in the 1994 third quarter, an
increase of 20% from the $439 million earned in the third quarter of 1993,
principally due to higher trading-related net interest revenue.  Net interest
revenue for the nine-month period of 1994 was $1.463 billion, compared with
$1.295 billion in the first nine months of 1993.  Excluding past-due interest
on Brazilian and Argentine assets and interest on income tax refunds,
totaling $116 million, net interest revenue for the first nine months of 1994
was $1.347 billion.  This figure compares with $1.216 billion earned in the
first nine months of 1993, after excluding $79 million related to Brazilian
assets.

<TABLE>
AVERAGE INTEREST-EARNING ASSETS AND YIELDS
<CAPTION>
                            Sept. 30   June 30     Dec. 31  Sept. 30
(for quarters ending)           1994      1994        1993      1993
_____________________________________________________________________________
_____
<S>                            <C>          <C>         <C>       <C>
Average interest-earning assets
 ($ in billions)              $129.1    $134.2      $129.7   $135.6
Net yield                       1.71%     1.70 %      1.55%     1.39%


NONINTEREST REVENUE
<CAPTION>
                                Third quarter            Nine months
($ in millions)                1994      1993         1994      1993
_____________________________________________________________________________
_____
<S>                         <C>       <C>         <C>       <C>
Trading revenue               $ 282    $  464       $  866    $1,453
Corporate finance revenue       108       140          312       374
Credit-related fees              49        55          160       167
Investment management fees      133       116          387       341
Operational service fees        135       122          419       359
Net investment securities
   gains(losses)               (27)        98           99       291
Other revenue                226          179          583       356
_____________________________________________________________________________
_____

Total noninterest revenue       906     1,174        2,826     3,341
_____________________________________________________________________________
_____
</TABLE>

   Total noninterest revenue for the third quarter was $906 million, a 23%
decline from the $1.174 billion reported in the third quarter of 1993.  For
the first nine months of 1994 noninterest revenue was $2.826 billion, versus
$3.341 billion reported for the same period last year.

<PAGE>     6

   Trading revenue in the 1994 third quarter was $282 million, compared with
$464 million in the 1993 third quarter.  Trading revenue does not include net
interest revenue derived from the firm's trading activities, which totaled
$73 million in the third quarter of this year, versus $10 million in the
third quarter of 1993.  Swaps and other interest rate contracts and debt
instruments, particularly in emerging markets, were the major contributors to
trading revenue in the 1994 third quarter.  In the first nine months of 1994,
trading revenue was $866 million, compared with $1.453 billion in the 1993
period.  Trading-related net interest revenue for the first nine months of
1994 was $192 million, compared with $89 million in the same period in 1993.
The following represents an analysis of trading results, including the
related amount of net interest revenue, for the three months and nine months
ended September 30, 1994, in the principal markets in which J.P. Morgan
participates.

                  Swaps and             Foreign                      
                      other             exchang                      
                                              e
                   interest     Debt       spot     Equities         
                                            and
                       rate   instru-     option   commoditie         
                                                          s,
In millions       contracts    ments    contrac    and other  Tota   
                                             ts                  l
________________________________________________________________________________
THIRD QUARTER                                                         
1994
                                                                      
Trading revenue        $127       $80       $16          $59   $282   
Net interest                                                          
 revenue               (54)       127        10         (10)     73
(expense)
________________________________________________________________________________
Combined total           73      207         26           49    355
________________________________________________________________________________
NINE MONTHS 1994                                                      
                                                                      
Trading revenue        $519     $113        $53         $181      $   
                                                                866
Net interest                                                          
 revenue               (39)      271          -         (40)    192
(expense)
________________________________________________________________________________
Combined total          480      384         53          141   1,05
                                                                  8
________________________________________________________________________________

   Corporate finance revenue in the third quarter was $108 million, compared
with the previous year's third-quarter result of $140 million, because of an
overall market decline in the volume of underwriting business.  Underwriting
revenue in the third quarter of 1994 was $22 million, compared with $56
million in the 1993 third quarter.  Corporate finance revenue for the first
nine months of 1994 was $312 million, compared with $374 million for the nine
months of 1993.  For the first nine months, underwriting revenue was $92
million, versus $180 million in the 1993 period.  Lower underwriting revenue
for the nine-month period was partially offset by higher advisory services
fees, which increased $26 million from the same period of 1993.
   Credit-related fees were $49 million in the third quarter of 1994,
compared with $55 million in the third quarter of 1993.  In the first nine
months of this year credit-related fees were $160 million, compared with $167
million in the comparable 1993 period.
   Investment management fees increased 15% in the third quarter to $133
million, from $116 million in the 1993 third quarter.  The nine-month total
was 13% higher at $387 million, primarily because of increased assets under
management from net new business.
   Operational service fees grew 11% to $135 million, compared with $122
million in last year's third quarter.  The total grew 17% to $419 million for
the first three quarters of 1994, reflecting increases in custody, clearing,
and brokerage fees.
   Net investment securities losses were $27 million in the third quarter,
principally because of sales of foreign government securities.  This figure
compares with gains of $98 million in the year earlier period.  For the 1994
nine-month period net investment securities gains were $99 million, compared
with $291 million in the 1993 period.

<PAGE>     7


   Other revenue was $226 million, compared with $179 million in the 1993
third quarter.  Contributing to other revenue were $148 million of net equity
investment securities gains and $54 million related to the previously
announced sale of the firm's domestic corporate trust business.  For the
first nine months of 1994 other revenue increased by $227 million to $583
million, versus the comparable 1993 period.  Net equity investment securities
gains in the first nine months were $509 million, compared with $214 million
for the first nine months of 1993.

OPERATING EXPENSES
   Operating expenses rose 7% to $941 million in the third quarter, and also
by 7% for the first nine months of 1994, to $2.729 billion.  Increased staff
levels from the year earlier period were a major driver of higher expenses.
Higher technology and communications costs in the third quarter also
reflected continued investments, particularly in the firm's swaps, emerging
markets, and equities activities.  Employee compensation and benefits
expenses declined overall, as lower incentive compensation accruals more than
offset higher expenses related to increased staff levels.  For the first nine
months of 1994 employee compensation and benefits costs, technology and
communications expenditures, and other operating expenses were higher.

INCOME TAXES
   Income taxes for the third quarter of 1994 decreased to $164 million from
$263 million in the 1993 third quarter.  The decline primarily reflects lower
pre-tax income.  The 1994 third-quarter effective tax rate was 33%, compared
with 36% in the same quarter last year.  For the first nine months of 1994
the effective tax rate was 35%, versus 36% for the comparable 1993 period.

ASSETS
   Total assets were $155 billion at September 30, 1994, compared with $158
billion at June 30, 1994.  Nonperforming assets were $214 million, declining
from $248 million at June 30, 1994, as new classifications were more than
offset by proceeds from loan repayments and charge-offs.  No provision for
credit losses was deemed necessary in the 1994 third quarter.  The allowance
for credit losses was $1.133 billion at September 30, 1994.

<PAGE>     8

<TABLE>
ASSET QUALITY
J.P. Morgan & Co. Incorporated
_____________________________________________________________________________
_____


NONPERFORMING ASSETS
<CAPTION>
                                Sept. 30June 30      Dec. 31    Sept. 30
Dollars in millions             1994       1994       1993      1993
_____________________________________________________________________________
_____
<S>                            <C>        <C>       <C>       <C>
Nonaccrual loans:
   Commercial and industrial    $148       $157       $182      $183
   Other                          62         82         92       109
_____________________________________________________________________________
_____
                                 210        239        274       292
Restructuring countries            2          7          8         4
_____________________________________________________________________________
_____

Total nonaccrual loans           212        246        282       296

Other nonperforming assets         2          2         13        10
_____________________________________________________________________________
_____
Total nonperforming assets       214        248        295       306
_____________________________________________________________________________
_____


ALLOWANCE FOR CREDIT LOSSES
<CAPTION>
                                Sept. 30June 30      Dec. 31    Sept. 30
Dollars in millions             1994       1994       1993      1993
_____________________________________________________________________________
_____
<S>                         <C>         <C>        <C>       <C>
Allowance for credit losses$1,133 (a)    $1,141     $1,157    $1,163
_____________________________________________________________________________
_____

<CAPTION>
                                    Third quarter        Nine months
                                19941993          19941993
_____________________________________________________________________________
_____
<S>                            <C>        <C>       <C>       <C>
Charge-offs :
   Commercial and industrial    ($9)      ($33)      ($30)     ($66)
   Restructuring countries         -          -       (17)      (34)
   Other                         (5)        (2)       (12)      (32)
Recoveries                         6         10         34        37
_____________________________________________________________________________
_____
</TABLE>
(a)  At September 30, 1994, the allocation of the allowance for credit losses
was as follows:  Specific allocation - borrowers in the U.S. $131 million,
Specific allocation - borrowers outside the U.S. $76 million, Allocation to
general risk $926 million.

   On January 1, 1994, the company adopted Financial Accounting Standards
Board Interpretation No. 39 (FIN No. 39), Offsetting of Amounts Related to
Certain Contracts, which increased both trading-related assets and trading-
related liabilities by approximately $13 billion at September 30, 1994.
While implementation reduced J.P. Morgan's asset-based ratios, including the
leverage ratio, net income and the risk-based capital ratios were not
affected.

<PAGE>    9

FOREIGN-COUNTRY-RELATED OUTSTANDINGS
   Foreign-country-related outstandings represent outstandings to foreign
borrowers that are denominated in U.S. dollars or currencies other than the
borrower's local currency or, in the case of a guarantee, other than the
guarantor's local currency.  Countries in which J.P. Morgan's outstandings
exceeded 0.75% of total assets at September 30, 1994, are listed in the
following table.  Outstandings include loans, interest-earning deposits with
banks, debt investment securities, customers' acceptance liability,
securities purchased under agreements to resell, trading account securities,
accrued interest, and other monetary assets.  Outstandings generally are
distributed according to the location of the borrower.  In the case of
guaranteed outstandings or when tangible, liquid collateral is held and
realizable outside the obligor's country, distribution is generally made
according to the location of the guarantor or the location where the
collateral is held and realizable.

In millions                        Cross-border outstandings 
                                                         (b)
   _____________________________________________________________________
United Kingdom                                       $ 4,489 
France                                                 1,909 
Switzerland                                            1,204 
Belgium                                                1,175 (a
                                                             )
   _____________________________________________________________________
   (a) Includes credit-related exposures of Morgan Guaranty's Brussels
      office to borrowers domiciled in various countries, which are
      secured by marketable securities of issuers in various countries.
   
   (b) Mexican cross-border outstandings at September 30, 1994 and June
      30, 1994, were $473 million and $918 million, respectively, less
      than 0.75% of total assets, compared with $1,276 million at March
      31, 1994.  Not included in Mexican cross-border outstandings are
      United Mexican States (UMS) bonds, substantially all of which
      have been sold forward, that are collateralized by U.S. Treasury
      securities, which are listed in the following table.  The zero-
      coupon U.S. Treasury collateral has a face value equal to the
      face value of the underlying UMS bonds.  The collateral, which
      will only become available when the UMS bonds mature, is pledged
      to the holders of the bonds and is held by the Federal Reserve
      Bank of New York.
   
                                                         U.S.
                                                       Treasury
     ($ in millions)                     UMS          collatera
                                   bonds                  l

___________________________           ________________
                                              
                                 Book    Face  Market      Fair
                                value   value   value     value
_____________________________________________________________________________
_____________
      September 30,                                            
 1994
      Due in 2008              $1,117  $1,152  $1,138      $383
      Due in 2019                 991   1,229   1,038       153
                                                               
_____________________________________________________________________________
_____________
      June 30, 1994                                            
      Due in 2008              $1,093  $1,128  $1,098      $395
      Due in 2019               1,029   1,314   1,028       183
                                                               
_____________________________________________________________________________
_____________
      March 31, 1994                                           
      Due in 2008              $1,030   $1,06  $1,028      $370
                                            3
      Due in 2019                 191     233     192        33
_____________________________________________________________________________
_____________
   

<PAGE>    10



<TABLE>
CAPITAL
<CAPTION>
                            Sept. 30   June 30     Dec. 31  Sept. 30
                                1994      1994        1993      1993
_____________________________________________________________________________
______
<S>                            <C>       <C>        <C>        <C>
Stockholders' equity ($ in billions)$9.7      $9.7        $9.9      $8.4
As a percent of total period-end
  assets                         6.3%      6.1 %       7.4%      6.5%

Risk-based capital:
Tier 1 risk-based capital      $ 8.1     $ 8.2       $ 7.8     $ 7.7
Total risk-based capital        12.0      11.9        10.9      11.1
Risk adjusted assets            84.5      87.9        83.3      83.0

Tier 1                           9.6%      9.3 %       9.3%      9.3%
Total                           14.3      13.5        13.0      13.3

Leverage ratio                   6.3       6.2         7.3       7.0

</TABLE>

   J.P. Morgan's risk-based capital and leverage ratios remain above the
minimum standards set by the Federal Reserve Board.  As of December 31, 1993,
the firm adopted SFAS No. 115, Accounting for Certain Investments in Debt and
Equity Securities, which requires that both debt and marketable equity
investment securities be carried at fair value.  The risk-based capital and
leverage ratios stated above do not reflect the increase in stockholders'
equity caused by the implementation of this standard.  The Federal Reserve
Board has requested public comment on a proposal to include this adjustment
in regulatory capital, but this proposal has not been finalized.
   At September 30, 1994, stockholders' equity included approximately $614
million, reflecting the unrealized appreciation on debt investment securities
of $249 million, and $738 million on marketable equity investment securities,
net the related deferred tax liability.  The unrealized appreciation on debt
investment securities decreased $120 million from $369 million at June 30,
1994, mainly because of the rising interest rate environment.
   In accordance with SFAS No. 107, Disclosures about Fair Value of Financial
Instruments,
J.P. Morgan estimates that the amount by which the aggregate net fair value
of all balance-sheet and off-balance-sheet financial instruments exceeded
associated net carrying values was $2.8 billion at September 30, 1994 and
June 30, 1994, compared with $2.6 billion at December 31, 1993.  The
aggregate net fair value was primarily attributable to net loans and asset
and liability management swaps.


<PAGE>     11

<TABLE>
 CONSOLIDATED AVERAGE BALANCES AND NET INTEREST EARNINGS
 J.P. Morgan & Co. Incorporated
_____________________________________________________________________________
_______________
 <CAPTION>                                                                   
 Dollars in millions,          Three months ended                            
 interest and average rates    ______________________________________________
                               _________
 on a taxable-equivalent       September 30, 1994      September 30, 1993    
 basis
                               ______________________________________________
                               _________
                                Avera         Averag    Avera         Avera  
                                   ge              e       ge            ge
                                balan Intere    rate    balan Intere   rate  
                                   ce     st               ce     st
                               ______________________________________________
                               _________
 <S>                           <C>    <C>      <C>     <C>    <C>      <C>   
 ASSETS                                                                      
 Interest-earning deposits                                                   
 with banks,                    $2,33 $   50    8.50 %  $2,75 $   56   8.07  %
   mainly in offices outside        5                       4
 the U.S.
 Debt investment securities                                                  
 in
   offices in the U.S. (a):
     U.S. Treasury              1,057     17    6.38    1,653     18   4.32  
     U.S. state and political                                                
       subdivision              2,201     66   11.90    2,112     67  12.59
     Other                      11,50    169    5.83    10,15    137   5.35  
                                    8                       7
 Debt investment securities                                                  
 in offices                     5,493     98    7.08    9,046    161   7.06
   outside the U.S. (a)
 Trading account assets:                                                     
     In offices in the U.S.     15,07    249    6.55    15,01    202   5.34  
                                    1                       1
     In offices outside the     21,40    461    8.54    17,20    334   7.70  
 U.S.                               7                       3
 Securities purchased under                                                  
 agreements                                                                
   to resell and federal        29,32    404    5.47    34,58    405   4.65
 funds sold,                        6                       9
   mainly in offices in the
 U.S.
 Securities borrowed in                                                      
 offices in                     15,76    160    4.03    16,61    125   2.99
   the U.S.                         3                       5
 Loans:                                                                      
     In offices in the U.S.     7,689    117    6.04    8,000    118   5.85  
     In offices outside the     15,75    248    6.24    17,38    264   6.02  
 U.S.                               9                       9
 Other interest-earning                                                      
 assets (b):
     In offices in the U.S.     1,082     78       *      870     40      *  
     In offices outside the       456     55       *      159     58      *  
 U.S.
_____________________________________________________________________________
_______________
 Total interest-earning         129,1  2,172    6.67    135,5  1,985    5.81 
 assets                            47                      58
 Allowance for credit losses    (1,14                   (1,18                 
                                   0)                      4)
 Cash and due from banks        1,740                   2,573                
 Other noninterest-earning      40,52                   19,50                
 assets (c)                         0                       8
_____________________________________________________________________________
_______________
 Total assets                   170,2                   156,4                
                                   67                      55
_____________________________________________________________________________
_______________
<FN>
Interest and average rates applying to the following asset categories have
been adjusted to a taxable-equivalent basis: Debt investment securities in
offices in the U.S., Trading account assets in offices in the U.S., and Loans
in offices in the U.S. The applicable tax rate used to determine these
adjustments was approximately 41% for the three months ended September 30,
1994 and 1993.

(a) For the three months ended September 30, 1994, average debt investment
securities are computed based on historical amortized cost, excluding the
effects of SFAS No. 115 adjustments.

(b) Interest revenue includes the effect of certain off-balance-sheet
transactions.

(c) For the three months ended September 30, 1994, Other noninterest-earning
assets include the impact of adopting FIN No. 39 and SFAS No. 115.

*  Not meaningful
</TABLE>
<PAGE>     12

<TABLE>
 CONSOLIDATED AVERAGE BALANCES AND NET INTEREST EARNINGS
 J.P. Morgan & Co. Incorporated
 ____________________________________________________________________________
 ________________
 <CAPTION>                                                                   
 Dollars in millions,          Three months ended
 interest and average rates    ______________________________________________
                               _________
 on a taxable-equivalent       September 30, 1994      September 30, 1993    
 basis
                               ______________________________________________
                               _________
                                Avera         Averag    Avera         Averag 
                                   ge              e       ge              e
                                balan Intere    rate    balan Intere    rate 
                                   ce     st               ce     st
                               ______________________________________________
                               _________
 <S>                           <C>    <C>     <C>      <C>    <C>     <C>    
 LIABILITIES AND                                                             
 STOCKHOLDERS' EQUITY
 Interest-bearing deposits:                                                  
     In offices in the U.S.         $ $   25    4.72 %      $ $   30    5.01 %
                                2,103                   2,375
     In offices outside the     39,77    492    4.91    31,24    427    5.42 
 U.S.                               0                       6
 Trading account liabilities:                                                
     In offices in the U.S.     8,102    131    6.41    9,904    130    5.21 
     In offices outside the     10,34    202    7.75    8,072    143    7.03 
 U.S.                               6
 Securities sold under                                                       
 agreements to                                                              
   repurchase and federal                                                   
 funds                          42,30    501    4.70    55,94    590    4.18
   purchased, mainly in             9                       5
 offices in
   the U.S.
 Commercial paper, mainly in                                                 
 offices                        4,615     54    4.64    3,210     26    3.21
   in the U.S.
 Other interest-bearing                                                      
 liabilities:
     In offices in the U.S.     8,044    100    4.93    8,077     70    3.44 
     In offices outside the     2,201     36    6.49    2,715     45    6.58  
 U.S.
 Long-term debt,                                                             
   mainly in offices in the     5,976     75    4.98    5,401     50    3.67 
 U.S.
_____________________________________________________________________________
_______________
 Total interest-bearing         123,4  1,616    5.19    126,9  1,511    4.72 
 liabilities                       66                      45
 Noninterest-bearing                                                         
 deposits:
     In offices in the U.S.     3,550                   5,010                
     In offices outside the     1,163                   1,091                
 U.S.
 Other noninterest-bearing      32,37                   15,21                
 liabilities                        2                       9
_____________________________________________________________________________
_______________
 Total liabilities              160,5                   148,2                
                                   51                      65
 Stockholders' equity           9,716                   8,190                
_____________________________________________________________________________
_______________
 Total liabilities and                                                       
 stockholders'                  170,2                   156,4
   equity                          67                      55
                                                                             
 Net yield on interest-                         1.71                    1.39 
 earning assets
_____________________________________________________________________________
_______________
 Net interest earnings                   556                     474         
_____________________________________________________________________________
_______________

</TABLE>



 <PAGE>     13
 <TABLE>
 CONSOLIDATED AVERAGE BALANCES AND NET INTEREST EARNINGS
 J.P. Morgan & Co. Incorporated
_____________________________________________________________________________
_______________
 <CAPTION>                                                                   
 Dollars in millions,          Nine months ended                             
 interest and average rates    ______________________________________________
                               _________
 on a taxable-equivalent       September 30, 1994      September 30, 1993    
 basis
                               ______________________________________________
                               _________
                                Avera         Averag    Avera         Averag 
                                   ge              e       ge              e
                                balan Intere    rate    balan Intere    rate 
                                   ce     st               ce     st
                               ______________________________________________
                               _________
 <S>                           <C>    <C>     <C>      <C>    <C>     <C>    
 ASSETS                                                                      
 Interest-earning deposits                                                   
 with banks,                        $ $  145    8.39 %      $ $  178    8.87 %
   mainly in offices outside    2,310                   2,683
 the U.S.
 Debt investment securities                                                  
 in
   offices in the U.S. (a):
     U.S. Treasury              1,264     55    5.82    3,011    103    4.57 
     U.S. state and political                                                
       subdivision              2,219    201   12.11    2,184    207   12.67
     Other                      10,21    387    5.07    8,825    345    5.23 
                                    4
 Debt investment securities                                                  
 in offices                     6,260    318    6.79    9,583    551    7.69
   outside the U.S. (a)
 Trading account assets:                                                     
     In offices in the U.S.     14,46    682    6.30    13,55    568    5.60 
                                    3                       9
     In offices outside the     23,22  1,303    7.50    15,59    897    7.69 
 U.S.                               0                       8
 Securities purchased under                                                  
 agreements                                                                 
   to resell and federal        32,51  1,151    4.73    29,09  1,038    4.77
 funds sold,                        5                       7
   mainly in offices in the
 U.S.
 Securities borrowed in                                                      
 offices in                     15,24    411    3.60    13,99    314    3.00
   the U.S.                         8                       1
 Loans:                                                                      
     In offices in the U.S.     7,926    322    5.43    8,435    342    5.42 
     In offices outside the     16,22    726    5.98    18,27    928    6.79 
 U.S.                               2                       8
 Other interest-earning                                                      
 assets (b):
     In offices in the U.S.       868    164       *      567    156       * 
     In offices outside the       658    234       *      163     93       * 
 U.S.
_____________________________________________________________________________
_______________
 Total interest-earning         133,3  6,099    6.11    125,9  5,720    6.07 
 assets                            87                      74
 Allowance for credit losses    (1,14                   (1,21                
                                   6)                      3)
 Cash and due from banks        1,822                   2,385                
 Other noninterest-earning      39,13                   18,17                
 assets (c)                         9                       7
_____________________________________________________________________________
_______________
 Total assets                   173,2                   145,3                
                                   02                      23
_____________________________________________________________________________
_______________
<FN>
Interest and average rates applying to the following asset categories have
been adjusted to a taxable-equivalent basis: Debt investment securities in
offices in the U.S., Trading account assets in offices in the U.S., and Loans
in offices in the U.S. The applicable tax rate used to determine these
adjustments was approximately 41% for the nine months ended September 30,
1994 and 1993.

(a) For the nine months ended September 30, 1994, average debt investment
securities are computed based on historical amortized cost, excluding the
effects of SFAS No. 115 adjustments.

(b) Interest revenue includes the effect of certain off-balance-sheet
transactions.

(c) For the nine months ended September 30, 1994, Other noninterest-earning
assets include the impact of adopting FIN No. 39 and SFAS No. 115.

*  Not meaningful

</TABLE>

<PAGE>     14
<TABLE>
 CONSOLIDATED AVERAGE BALANCES AND NET INTEREST EARNINGS
 J.P. Morgan & Co. Incorporated
 ____________________________________________________________________________
 ________________
 <CAPTION>                                                                   
 Dollars in millions,          Nine months ended
 interest and average rates    ______________________________________________
                               _________
 on a taxable-equivalent       September 30, 1994      September 30, 1993    
 basis
                               ______________________________________________
                               _________
                                Avera         Averag   Avera         Averag  
                                   ge              e      ge              e
                                balan Intere    rate   balan  Intere   rate  
                                   ce     st              ce      st
                               ______________________________________________
                               _________
 <S>                           <C>    <C>      <C>     <C>    <C>     <C>    
 LIABILITIES AND                                                             
 STOCKHOLDERS' EQUITY
 Interest-bearing deposits:                                                  
     In offices in the U.S.         $ $   78    4.61 %     $  $   96   5.08  %
                                2,261                  2,525
     In offices outside the     36,52  1,308    4.79   31,51   1,384   5.87  
 U.S.                               6                      6
 Trading account liabilities:                                                
     In offices in the U.S.     7,801    357    6.12   8,153     333   5.46  
     In offices outside the     10,33    537    6.95   6,587     355   7.21  
 U.S.                               6
 Securities sold under                                                       
 agreements to                                                             
   repurchase and federal                                                  
 funds                          49,54  1,604    4.33   49,09   1,548   4.22
   purchased, mainly in             7                      5
 offices in
   the U.S.
 Commercial paper, mainly in                                                 
 offices                        4,205    127    4.04   3,685      88   3.19
   in the U.S.
 Other interest-bearing                                                      
 liabilities:
     In offices in the U.S.     7,769    241    4.15   8,345     219   3.51  
     In offices outside the     2,426    100    5.51   2,947     121   5.49  
 U.S.
 Long-term debt,                                                             
   mainly in offices in the     5,667    195    4.60   5,487     173   4.22  
 U.S.
_____________________________________________________________________________
_______________
 Total interest-bearing         126,5  4,547    4.80   118,3   4,317   4.88  
 liabilities                       38                     40
 Noninterest-bearing                                                         
 deposits:
     In offices in the U.S.     3,965                  4,607                 
     In offices outside the     1,484                  1,309                 
 U.S.
 Other noninterest-bearing      31,42                  13,25                 
 liabilities                        0                      0
                                                            
_____________________________________________________________________________
_______________
 Total liabilities              163,4                   137,5                
                                   07                      06
 Stockholders' equity           9,795                   7,817                
_____________________________________________________________________________
_______________
 Total liabilities and                                                       
 stockholders'                  173,2                   145,3
   equity                          02                      23
                                                                             
 Net yield on interest-                         1.56                    1.49 
 earning assets
_____________________________________________________________________________
_______________
 Net interest earnings                 1,552                   1,403         
_____________________________________________________________________________
_______________

</TABLE>

<PAGE>     15

ASSET AND LIABILITY MANAGEMENT DERIVATIVES

The objective of asset and liability management activities is to maximize
total return over the longer term.  J.P. Morgan utilizes a variety of
financial instruments, including derivatives, in its asset and liability
management activities.  J.P. Morgan believes the results of its asset and
liability management activities should be considered on an integrated
basis, not instrument by instrument, however, in response to requests from
regulators, additional information on asset and liability management
derivatives, primarily interest rate swaps, is provided below.  For more
information about asset and liability management activities, see Note 8,
Off-balance-sheet financial instruments.
     The table below summarizes maturities and weighted average interest
rates to be received and paid on U.S. dollar and non-U.S. dollar asset and
liability management interest rate swaps at September 30, 1994.  Included in
the table are swaps entered into to meet longer-term asset and liability
management objectives, including the maximization of net interest revenue.
Also included in the table are swaps designated as hedges or used to modify
the interest rate characteristics of assets and liabilities.  In addition, a
portion of the swaps included in the table may be hedged by other
derivatives.  Variable rates presented are generally based on the London
Interbank Offered Rate (LIBOR) and reset at predetermined dates.  The
variable rates presented are those in effect at September 30, 1994.  The
table was prepared under the assumption that these variable interest rates
remain constant.  The variable interest rates to be received or paid will
change to the extent that rates fluctuate.  Such changes may be substantial.
     Other derivatives used for asset and liability management purposes,
including currency swaps, foreign exchange contracts, purchased options,
interest rate futures, and debt securities contracts, totaled $33.3 billion
at September 30, 1994.  The contractual maturities of these derivative
contracts are primarily less than one year.

<TABLE>
<CAPTION>
 By expected maturities                                        
_____________________________________________________________________________
________
                              Aft     Aft    Aft    Aft                 
                               er      er     er     er               
                              one     two    thr    fou               
 Dollars in billions   Wit    yea     yea     ee      r    Aft        
                       hin      r      rs    yea    yea     er        
                       one    but     but     rs     rs    fiv    Tota
                       yea    wit     wit    but    but      e       l
                         r    hin     hin    wit    wit    yea
                              two     thr    hin    hin     rs
                                       ee    fou    fiv
                                               r      e
_____________________________________________________________________________
_______
<S>             <C>      <C>     <C>     <C>     <C>      <C>      <C>
 INTEREST RATE SWAPS                                                    
 -
   U.S. DOLLAR
 Receive fixed                                                          
   swaps
 Notional amount       $18    $10    $5.     $2.    $2.    $2.    $41.  
                        .6     .4      5       2      6      3       6
 Weighted average:                                                      
    Receive rate       5.9  % 6.4  % 6.1  %  8.1 %  7.6 %  7.2 %  6.37 %
                         4      2      0       7      5      2
    Pay rate           4.8    4.9    4.9     4.9    4.9    4.9    4.92  
                         9      5      3       2      6      4
                                                                        
 Pay fixed swaps                                                        
 Notional amount       $16    $11    $5.     $7.    $2.    $4.    $46.  
                        .4     .1      3       5      1      3       7
 Weighted average:                                                      
    Receive rate       4.9  % 4.9  % 4.9  %  5.0 %  4.9 %  4.9 %  4.94 %
                         0      5      5       0      6      2
    Pay rate           4.5    5.0    5.6     5.9    6.6    6.4    5.30  
                         8      7      1       7      3      9
                                                                        
 INTEREST RATE SWAPS                                                    
 -
   NON-U.S. DOLLAR
 Receive fixed                                                          
   swaps
 Notional amount       $23    $21    $13     $8.    $4.    $5.    $76.  
                        .0     .4     .7       8      7      3       9
 Weighted average:                                                      
    Receive rate       6.5  % 5.6  % 6.8  %  6.3 %  5.5 %  7.3 %  6.33 %
                         4      5      5       9      7      7
    Pay rate           4.8    4.2    5.2     4.7    3.8    5.6    4.74  
                         5      9      2       2      6      5
                                                                        
 Pay fixed swaps                                                        
 Notional amount       $21    $15    $13     $8.    $4.    $5.    $69.  
                        .2     .8     .3       6      5      7       1
 Weighted average:                                                      
    Receive rate       4.8  % 4.2  % 5.2  %  4.7 %  3.8 %  5.6 %  4.78 %
                         5      9      2       2      6      5
    Pay rate           6.4    6.3    6.4     5.6    5.5    7.5    6.35  
                         8      3      1       6      3      1
                                                                        

_____________________________________________________________________________
________
<FN>
There is $2.0 billion and $3.9 billion of notional amounts related to
currency
swaps and basis swaps, respectively, not included in the table above.

</TABLE>
<PAGE>    16

INTEREST-RATE SENSITIVITY

J. P. Morgan's interest-rate sensitive positions at September 30, 1994, are
presented in the following table.  The positions in the table include assets,
liabilities, and off-balance-sheet instruments in various currencies and are
reflective of J.P. Morgan's market outlook at September 30, 1994.
Significant variations in interest-rate sensitivity may exist at other times
during the period.
     Management considers a portion of net noninterest-bearing deposits to be
stable and hence a constant source of funding.  These noninterest-bearing
deposits as well as stockholders' equity reduce the amount of purchased funds
J.P. Morgan needs to fund its interest-earning as well as noninterest-earning
assets.

<TABLE>
<CAPTION>
 By repricing or maturity                                             
 dates
_____________________________________________________________________________
_______________
                            Afte    After    Afte                            
                               r      six       r                          
                            thre    month     one              Non-        
 In millions:       With       e    s but    year    Afte    intere        
 September 30,        in    mont    withi     but       r       st-        
 1994               thre      hs    n one    with    five    bearin    Tota
                       e     but     year      in    year         g       l
                    mont    with             five       s     funds
                      hs      in
                             six
_____________________________________________________________________________
_______________
<S>                <C>      <C>        <C>     <C>       <C>     <C>
<C>
 ASSETS                                                                     
 Interest-earning                                                             
   deposits with       $       $      $ 7       -        -         -       $
 banks              2,34     130                                        2,47
                       0                                                   7
 Debt investment                                                              
   securities (a)    298     646      957       $        $     $ 249    18,6
                                             5,72    10,80                81
                                                9        2
 Trading account    58,3       -        -       -        -         -    58,3  
 assets               47                                                  47
 Resale agreements                                                            
 and                25,8       -        -       -        -         -    25,8
   federal funds      19                                                  19
 sold
 Securities         11,5       -        -       -        -         -    11,5  
 borrowed             17                                                  17
 Loans, net         18,3    1,78      866    1,08      510    (1,133    21,4  
                      37       5                4                  )      49
 Other assets        993     395       28      22        -    14,940    16,3  
                                                                          78
_____________________________________________________________________________
_________________________________
 Total assets       117,    2,95    1,858    6,83    11,31    14,056    154,  
                     651       6                5        2               668
_____________________________________________________________________________
_________________________________
LIABILITIES AND                                                              
EQUITY                    
Interest-bearing                                                             
  deposits          38,4    1,59      970     677       -         -    41,6
                      07       4                                         48
Other money                                                                  
market              46,6     453      223     303      59         -    47,6
  liabilities         45                                                 83
Trading account                                                              
  liabilities       37,7       -        -       -       -         -    37,7
                      09                                                 09
Long-term debt      1,76     262      268    1,60   2,390         -    6,28  
                       6                        1                         7
Noninterest-                                                                 
bearing                -       -        -       -       -     3,909    3,90
  deposits                                                                9
Other liabilities      -       -        -       -       -     7,699    7,69  
                                                                          9
Stockholders'          -       -        -       -       -     9,733    9,73  
equity                                                                    3
_____________________________________________________________________________
_________________________________
Total liabilities                                                            
  and equity        124,    2,30    1,461    2,58    2,44    21,341    154,  
                     527       9                1       9               668
_____________________________________________________________________________
_________________________________
Asset/liability                                                             
  interval gap      (6,8     647      397    4,25    8,86    (7,285       - 
                     76)                        4       3         )
Derivatives                                                                  
affecting
  interest-rate                                                              
  sensitivity:                                                               
  Interest rate     11,2    (7,6    (1,74     990    (2,9         -       -  
swaps                 69     07)       3)             09)
  Other             2,98     417    (338)    (926    (2,1         -       -  
                       9                        )     42)
_____________________________________________________________________________
_________________________________
Total derivatives   14,2    (7,1    (2,08      64    (5,0         -       - 
                      58     90)       1)             51)
_____________________________________________________________________________
_________________________________
Interest-rate                                                                
  -sensitivity      7,38    (6,5    (1,68    4,31    3,81    (7,285       -
gap                    2     43)       4)       8       2         )
_____________________________________________________________________________
_________________________________
Cumulative                                                                   
interest-           7,38     839    (845)    3,47    7,28         -       -
  rate-                2                        3       5
sensitivity gap
_____________________________________________________________________________
_______________
(a) Mortgage-backed investment securities are included based on their
weighted-average
    lives, reflecting anticipated future prepayments based on a consensus of
dealers
    in the market.
</TABLE>

<PAGE>     17

                                 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 thereunto duly authorized.


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




BY (SIGNATURE)
                              /s/  JAMES T. FLYNN
                              _______________________________________
(NAME AND TITLE)              JAMES T. FLYNN
                              CHIEF FINANCIAL OFFICER
                              (PRINCIPAL FINANCIAL AND
                              ACCOUNTING OFFICER)



DATE:  January 17, 1995





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