MORGAN J P & CO INC
8-K, 1995-07-27
STATE COMMERCIAL BANKS
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<PAGE>    1



_________________________________________________________________
                           __________
_________________________________________________________________
                           __________
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, D.C. 20549
                         ______________
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
             PURSUANT TO SECTION 13 OR 15(d) OF THE
                                
                 SECURITIES EXCHANGE ACT OF 1934
                         ______________
                                
 Date of Report (Date of earliest event reported) July 18, 1995
                                
                                
                 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            File Number)      Identification No.)
     incorporation)

                                
        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
                                
_________________________________________________________________
                                
                                
        (Former name or former address, if changed since last
                             report)
_________________________________________________________________
                           __________
_________________________________________________________________
                           __________


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ITEM 5.  OTHER EVENTS

         On July 18, 1995, the Registrant issued a press release
         announcing the sale of its local custody and securities
clearing
         businesses in Continental Europe.  The sale is expected
to produce
         a net gain and to have no material effect on ongoing
consolidated
         results.  The press release is filed herein as Exhibit
99.



ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS

         (a) Financial Statements

             NONE.

         (b) Pro Forma Financial Information

             NONE.

         (c) Exhibits

             99.  Copy of press release of J.P. Morgan & Co.

                  Incorporated dated July 18, 1995.


<PAGE>    3




                                
                                
                           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
                        ______________________________
                        (REGISTRANT)








                         /s/  PATRICIA A. JONES
                        ________________________
                        NAME: PATRICIA A. JONES
                        TITLE: MANAGING DIRECTOR



DATE: July 27, 1995



<PAGE>     1

                          EXHIBIT INDEX
                                

Exhibit 99     -     Press release of J.P. Morgan & Co.
Incorporated
                  dated July 18, 1995





                                                  Exhibit 99
                                                            
                                               July 18, 1995
                                                            
                                                            
                                                            
                                                            
                                                            

     J.P. Morgan sells local custody and securities clearing
             businesses in Europe to Banque Paribas
  ____________________________________________________________
                          ____________
                                

     J.P. Morgan announced today that Banque Paribas has
agreed to acquire Morgan's local custody and securities
clearing businesses in Continental Europe.  The sale is
expected to close within four months, subject to regulatory
approvals.  Terms of the transaction were not disclosed.

     This announcement follows Morgan's recent agreements to
sell its global securities custody and U.S. commercial paper
issuing and paying agency businesses.  The sales reflect a
sharpening of the firm's strategic focus on its core global
banking activities.

     Walter Gubert, head of J.P. Morgan in Europe, said:
"We are extremely optimistic about prospects for our
advisory, trading, capital raising, and asset management and
private banking businesses in Europe and around the world.
We are already a leader in each of these areas, and with our
increased focus, we are ideally positioned to build on our
existing strengths."

     He added that "Banque Paribas was selected on a number
of factors -- all underlined by its commitment to providing
a smooth transition and continued service excellence for our
clients."  Morgan will use Banque Paribas for its own local
custody and clearing needs.

     Banque Paribas will offer jobs to all the Morgan
employees directly involved in the local custody and
securities clearing business.  Morgan provides these
services in Europe through its offices in Brussels,
Frankfurt, Madrid, Milan, and Paris.

     J.P. Morgan's role as operator of the Euroclear System,
the world's largest clearance and settlement system for
internationally traded securities, will not be affected by
the sale.

     J.P. Morgan is a global banking firm that serves
clients with complex financial needs through an integrated
range of advisory, financing, trading, investment, and
related capabilities.

     Banque Paribas is part of Groupe Paribas, an
international banking and financial company headquartered in
Paris, with offices in 60 countries.
                                
                                
                                
                             *  *  *




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