MORGAN J P & CO INC
8-K, 1995-06-22
STATE COMMERCIAL BANKS
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____________________________________________________________
                       _______________
____________________________________________________________
                       _______________
                              
             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) June 21,
                            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 June 21, 1995, the Registrant issued a press
release announcing
         the sale of its U.S. commercial paper processing
business and the
         outsourcing of some processing services. 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.

         (b) Pro Forma Financial Information

             NONE.

         (c) Exhibits

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

                  Incorporated dated June 21, 1995.


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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
                        ______________________________
                        (REGISTRANT)








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



DATE: June 22, 1995



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                          EXHIBIT INDEX
                                

Exhibit 99     -     Press release of J.P. Morgan & Co.
Incorporated
                  dated June 21, 1995



<PAGE>     2

                                                       Exhibit 99
                                                                 
                                                    June 21, 1995
                                                                 
                                                                 
                                                                 
                                                                 
                                                                 

 J.P. Morgan sells its U.S. commercial paper processing business
             and outsources some processing services
________________________________________________________________
                                

     J.P. Morgan announced today that The Chase Manhattan
Corporation has agreed to acquire Morgan's U.S. commercial paper
issuing and paying agency business.  The terms were not
disclosed.  Morgan also announced that it will outsource certain
cash and check processing services to Transys, the operational
services subsidiary of CoreStates Financial Corp.

     These announcements follow Morgan's recent agreement to sell
its global securities custody business.  That decision and those
announced today reflect a sharpening of the firm's strategic
focus on core global banking activities.  The firm will continue
to provide clients with money transfer services, in which Morgan
has a leading position and can leverage systems that support its
own operating needs.

     Processing transactions is a core service of Chase
Manhattan, and its expertise in the commercial paper issuing and
paying agency business will ensure that Morgan's clients continue
to receive excellent service.  Morgan is a major provider of
commercial paper processing in the United States.

     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.




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