MORGAN J P & CO INC
424B2, 1996-08-02
STATE COMMERCIAL BANKS
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Pricing Supplement No. 23  Dated July 31, 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
(Fixed Rate Notes)

Principal Amount:  $31,000,000

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

CUSIP:  61687Y AV9

Trade Date:  July 31, 1996

Settlement Date:  August 5, 1996

Maturity Date:  August 5, 1998

Price to Public (Issue Price):  Variable Price Re-offering

Net Proceeds to Issuer:  100.00%

Interest Rate (per annum):  6.362%

Interest Payment Date(s):  February  5 and August 5; commencing
February 5, 1997

Record Date(s):     ( )  March 1 and September 1 of each year
                    (X )  Other:  February 1 and August
                                  1 of each year

Day Count Basis:    (X)  30/360
                    ( )  Actual

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

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:

Sinking Fund:  None

Right of Payment:
         ( )  Subordinated   (X)  Unsubordinated

Original Issue Discount:  N/A

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

Amortization Schedule:  N/A

Denominations:  $250,000 with $5,000 integral multiples thereafter

Plan of Distribution:
 The Company, through J.P. Morgan Securities Inc. ("JPMSI") acting as the
 Company's agent, will sell the Notes in their entirety to Goldman, Sachs &
 Co. at a price of 100.00% 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 SUPPLEMENTOR THE PROSPECTUS SHALL HAVE THE MEANINGS
ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.





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