MORGAN J P & CO INC
424B2, 1996-07-29
STATE COMMERCIAL BANKS
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Pricing Supplement No. 21  Dated July 25, 1996
(To Prospectus Supplement dated February 20, 1996
and Prospectus dated January 31, 1996)

Pursuant to Rule 424(b)(2)
Registration Statement No. 33-64193

J.P. Morgan & Co. Incorporated
Medium-Term Notes, Series A
(Floating Rate Notes)
                                

Principal Amount: $20,000,000

CUSIP: 61687Y AT4

Trade Date: July 25, 1996

Settlement Date: July 30, 1996

Maturity Date: July 30, 1998

If principal amount is other than
U.S. dollars, equivalent in U.S. dollars: N/A

Exchange Agent: N/A

Price to Public (Issue Price): 99.877%

Net Proceeds to Issuer: 99.858%

Interest Rate (per annum): 1-month LIBOR - .125%

Interest Rate Basis:
     (  )  Commercial Paper Rate   (  )  Federal Funds Rate
     (  )  LIBOR (Reuters)         (  )  Treasury Rate Note
     (X)  LIBOR (Telerate)         (  )  Other:
     (  )  Prime Rate

Interest Payment Date(s):  The 30th of each month, except in those months
which have less than 30 calendar days, in which case payment will occur on
the last Business Day of these respective months, commencing August 30, 1996.

Record Date(s):  ( X )  The fifteenth day (whether or not a Business Day)
                        next preceding each Interest Payment Date.
                (    )  Other:

Initial Interest Rate Per Annum:  5.3125%

Interest Payment Period: (  )  Annual   (  )  Semi-Annual    (X) Monthly
                         (  )  Quarterly

Interest Reset Periods:  (  )  Daily     (  )  Weekly   ( X )  Monthly
                         (  )  Quarterly
                         (  )  Semi-annually; the third Wednesday of :
                         (  )  Annually; the third Wednesday of:

Interest Determination Dates, if other than stated in the Prospectus
Supplement: Second Business Day preceding the Interest Reset Date.

Interest Reset Date if other than stated in the Prospectus Supplement:
The 30th of each month, commencing August  30, 1996.  If any Interest
Reset Date, is not a Business Day, such Interest Reset Date shall be 
postponed to the next day that is a Business Day, except if such 
Business Day is in the next succeeding calendar month, such Interest 
Reset Date shall be the immediately preceding Business Day.  
In those months which have less than 30 calendar days, the Interest 
Reset Date shall be the last Business Day of the month.

Interest Calculation:
     (X)  Regular Floating Rate
     (  )  Inverse Floating Rate (Fixed Interest Rate: ___%)
     (  )  Other Floating Rate (See attached)

Spread (plus/minus): minus .125%   Spread Multiplier: N/A

Index Maturity: 1 month            Index Currency: N/A

Maximum Interest Rate: N/A         Minimum Interest Rate: N/A

Calculation Date if other than stated in the Prospectus
Supplement: N/A

Right of Payment:
     (  )  Subordinated   (X)  Unsubordinated

Day Count Basis:       (  )  30/360 (Commercial Paper Rate Notes,
                         Federal Funds Rate Notes, Prime
                         Rate Notes and LIBOR Notes)
                       (X)  Actual/360

Form:     (X)  Book-Entry Note (DTC)
          (  )  Certificated Note

Denomination: $250,000 with $5,000 integral multiples thereafter.

Redemption:
(X)  The Notes may not be redeemed prior to stated maturity.
(  )  The Notes may be redeemed prior to maturity.

Optional Redemption Date(s):
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction:
Modified Payment Upon Acceleration:

Repayment Date Prices: N/A

Sinking Fund:  None

Extendible Note:   (  )  Yes        (X)  No

Amortization Schedule: N/A

Original Issue Discount: N/A

     Amount of OID:
     Yield to Maturity:
     Interest Accrual Date:
     Initial Accrual Period OID:

Indexed Note:  (  )  Yes        (X)  No

Calculation Agent(s):    (X)  First Trust of New York, National Association
                         (  )  Morgan Guaranty Trust Company of New York


Plan of Distribution:
     The Company, through J.P. Morgan Securities Inc. ("JPMSI") acting 
as the Company's agent, will sell the aggregate principal amount of the 
Notes to Goldman, Sachs & Co. at a price of 99.858% of the principal 
amount of the Notes.

The Company has agreed to indemnify JPMSI and Goldman, Sachs & Co. against 
certain liabilities, including liabilities under the Securities Act of 1933, 
as amended.

Additional Terms:

CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE DEFINED IN THE 
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS SHALL HAVE THE MEANINGS ASSIGNED 
TO THEM IN THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.




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