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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) August 13, 1996
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 August 13, 1996, the Registrant issued a press
release announcing
it has agreed to sell its institutional U.S. cash
processing business
to HSBC Financial Institutions, a division of Marine
Midland Bank. 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 August 13, 1996.
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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: August 13, 1996
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EXHIBIT INDEX
Exhibit 99 - Press release of J.P. Morgan & Co.
Incorporated
dated August 13, 1996.
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Exhibit 99
August 13, 1996
J.P. Morgan to sell institutional U.S. cash processing business
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J.P. Morgan & Co. Incorporated today announced it has agreed
to sell its institutional U.S. cash processing business to HSBC
Financial Institutions, a division of Marine Midland Bank. The
sale is expected to close by the end of the year, subject to
regulatory approvals. Terms of the transaction were not
disclosed. The sale of these activities is expected to have no
material effect on Morgan's ongoing financial results.
The agreement follows Morgan's sale of its global and local
custody and U.S. commercial paper issuing and paying agency
businesses, and its decision to exit its local cash processing
businesses in Europe.
"HSBC Financial Institutions was selected based on a number
of factors - all underlined by its commitment to continued
service excellence and providing a smooth transition for our
clients, as well as their interest in our employees," said John
W. Field Jr., global head of Morgan's cash services group and
head of Morgan's offices in Delaware.
All Morgan employees involved in the institutional U.S. cash
processing business will be offered jobs by HSBC Financial
Institutions or retained by Morgan. Most of those employees are
located in Newark, Delaware, where HSBC Financial Institutions
intends to establish its primary U.S. cash processing center.
J.P. Morgan's role as operator of the Euroclear System, the
world's largest clearance and settlement system for
internationally traded securities, will not be affected by the
sale. Also not affected by this sale are the cash management and
processing services Morgan offers for private clients.
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.
Marine Midland Bank is the principal subsidiary of HSBC
Americas, an indirectly-held, wholly-owned subsidiary of HSBC
Holdings plc. With over 3,300 offices in 72 countries and assets
of $368 billion at June 30, the HSBC Group is one of the world's
largest banking and financial services organizations.
