MORGAN J P & CO INC
424B3, 1998-02-26
STATE COMMERCIAL BANKS
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Amendment No. 1 to
Pricing Supplement No. 70  Dated February 19, 1998
To Prospectus Supplement dated December 1, 1997
and Prospectus dated November 24, 1997)

Pursuant to Rule 424(b)(3)
Registration Statement No. 333-40447

J.P. Morgan & Co. Incorporated
Medium-Term Notes, Series A
(Floating Rate Notes)
                                
Principal Amount: $25,000,000

CUSIP: 61687Y CC9

Trade Date: February 19, 1998

Settlement Date: February 23, 1998

Maturity Date:  February 23, 2000

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): 100.0%

Net Proceeds to Issuer: $24,996,429

Interest Rate (per annum): Daily Federal Funds Rate as set forth
in the FED Statistical Release "H.15" (Telerate page 120) plus17
basis points (0.17%) with one day "Look Back" - i.e., the Federal
Funds Rate applicable for each Interest Reset Date shall be the
Federal Funds Rate as of the close of business on the preceding
Business Day; and a two day "Cut Off" - i.e., the Calculation
Agent shall apply the Federal Funds Rate for each Interest Reset
Day up to and including the second Business Day immediately prior
to each Interest Payment Date in accordance with the one day
"Look Back" provision.  In addition, the Interest Rate determined
on the second Business Day immediately prior to each Interest
Payment Date shall be applicable for all Interest Reset Dates
from such Business Day up to but excluding the immediately
following Interest Payment Date.

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

Interest Payment Date(s): May 23, August 23, November 23 and
February 23 of each year, commencing May 23, 1998.

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: In accordance with the Interest
Rate above.

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

Interest Reset Periods:
     (  )  Daily    (  )  Weekly   (  )  Monthly
     (X )  Quarterly  (Actual/360)
     (  )  Semi-annually; the third Wednesday of :
     (  )  Annually; the third Wednesday of:

Interest Determination Dates:  For calculation of each Interest
Payment, three New York Business Days prior to each Interest
Payment Date.

Interest Reset Date if other than stated in the Prospectus
Supplement:  Daily, with one day "Look Back" - i.e., the Federal
Funds Rate applicable for each Interest Reset Date shall be the
Federal Funds Rate as of the close of business on the preceding
Business Day; and a two day "Cut Off" - i.e., the Calculation
Agent shall apply the Federal Funds Rate for each Interest Reset
Day up to and including the second Business Day immediately prior
to each Interest Payment Date in accordance with the one day
"Look Back" provision.  In addition, the Interest Rate determined
on the second Business Day immediately prior to each Interest
Payment Date shall be applicable for all Interest Reset Dates
from such Business Day up to but excluding the immediately
following Interest Payment Date.

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

Spread (plus/minus): plus 17 basis points    Spread Multiplier: N/A

Index Maturity: Daily              Index Currency: N/A

Maximum Interest Rate:  N/A        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)  Actual/360
                         (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 $50,000 integral multiples thereafter.

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

Optional Redemption Date(s):  N/A
Initial Redemption Date:  N/A
Initial Redemption Percentage:   N/A
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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