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_________________________________________________________________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) February 14,
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
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(Former name or former address, if changed since last
report)
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ITEM 5. OTHER EVENTS
On February 14, 1995, the Registrant issued a press
release
responding to the ratings downgrade by Moody's Investors
Service.
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 February 14, 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: February 15, 1995
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EXHIBIT INDEX
Exhibit 99 - Press release of J.P. Morgan & Co.
Incorporated
dated February 14, 1995
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Exhibit 99
February 14, 1995
J.P. Morgan responds to ratings downgrade by Moody's Investors
Service
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J.P. Morgan & Co. Incorporated issued the following
statement today in response to Moody's Investors Service's
decision to lower the credit ratings of its holding company to
Aa2 and of its affiliates Morgan Guaranty Trust Company and J.P.
Morgan Delaware to Aa1.
Morgan Chairman Douglas A. Warner III said, "J.P. Morgan is
a stronger firm, with better diversified business and risks, than
it was a decade ago, and we firmly believe it continues to merit
the highest ratings. By traditional measures of creditworthiness
- -- capitalization, asset quality, liquidity, and long-term
profitability -- Morgan remains an exceptionally sound
institution. Among the handful of firms that can intermediate
the increasing flow of global capital, our network of clients,
products, and people is the source of growing competitive
strength globally."
In its announcement, Moody's cites J.P. Morgan's
"significant competitive strengths including: excellent capital
protection...outstanding client base; and able management with
conservative banking practices.... The rating agency noted that
Morgan Guaranty and J.P. Morgan Delaware will share with one
other bank the highest rating accorded to any U.S. bank by
Moody's, and that J.P. Morgan's ratings remain higher than other
major investment banks."
Morgan said it expects Moody's decision to have little
impact on the firm's business.
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