MORGAN J P & CO INC
424B3, 1996-04-01
STATE COMMERCIAL BANKS
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                    *AMENDED MARCH 29, 1996*

Pricing Supplement No.  6  Dated March 25 , 1996
(To Prospectus Supplement dated February 20, 1996  Pursuant to Rule 424(b)(3)
and Prospectus dated January 31, 1996)             Registration Statement
                                                    No. 33-64193


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

Principal Amount: $25,000,000

CUSIP: 61687Y AE7

Trade Date: March 25, 1996

Settlement Date: April 1, 1996

Maturity Date: April 1, 2006

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): 100%

Net Proceeds to Issuer: 99.98%

Interest Rate (per annum): 3-month LIBOR + 0.42%; Intermediation
calculations rounded to five decimal places; Coupon rounded to
three decimal places.

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

Interest Payment Date(s): January 1, April 1, July 1 and October
1 of each year; commencing July 1, 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: Rate on the second Business Day
preceding the Settlement Date.

Interest Payment Period: (   )  Annual   (   )  Semi-Annual 
                         (   )  Monthly  ( X )  Quarterly (30/360 with
                                                no adjustment to period
                                                end date for calculation
                                                purposes.)

Interest Reset Periods:
     (   )  Daily
     (   )  Weekly
     (   )  Monthly
     ( X )  Quarterly (30/360 with no adjustment to period end date for
                       calculation purposes.)
     (   )  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: 1st of each January, April , July and October
beginning April 1, 1996 whether or not a Business Day.

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

Spread (plus/minus): +.42%    Spread Multiplier: N/A

Index Maturity: 3 months      Index Currency: N/A

Maximum Interest Rate: 9.25%  Minimum Interest Rate: 0.00%

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

Right of Payment:
     (   )  Subordinated   ( X )  Unsubordinated

Day Count Basis: ( X )  30/360 with no adjustment to period end date
                        for calculation purposes
                        (Commercial Paper Rate Notes,
                        Federal Funds Rate Notes, Prime
                        Rate Notes and LIBOR Notes)
                 (   )  Actual  (Treasury Rate Notes)

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

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

Redemption:
(   )  The Notes may not be redeemed prior to stated maturity.
( X )  The Notes may not be redeemed prior to April 1, 1999.
Thereafter, they may be redeemed at the option of the Company
upon at least 20 calendar days notice, in whole but not in part,
quarterly on each January 1, April 1, July 1, and October 1
beginning on April 1, 1999, at 100% of the principal amount
thereof together with accrued interest to the date fixed for
redemption.

Optional Redemption Date(s): See above.
Initial Redemption Date: April 1, 1999
Initial Redemption Percentage: See above.
Annual Redemption Percentage Reduction: N/A
Modified Payment Upon Acceleration: N/A

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: J.P. Morgan Securities Inc. has acted as
Agent on behalf of the Company.


The Company has agreed to indemnify the Agent 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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