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                                    FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


            [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1997

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         Commission file number: 1-5885

                         J.P. MORGAN & CO. INCORPORATED
             (Exact name of registrant as specified in its charter)

            Delaware                                           13-2625764
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                           Identification No.)

   60 Wall Street, New York, NY                                 10260-0060
      (Address of principal                                    (Zip Code)
       executive offices)

       Registrant's telephone number, including area code: (212) 483-2323


           Securities registered pursuant to Section 12(b) of the Act:


                                                      Name of each exchange on
     Title of each class                              which registered

     Common Stock, $2.50 Par Value                    New York Stock Exchange

     Adjustable Rate Cumulative Preferred             New York Stock Exchange
      Stock, Series A, No Par Value,
      Stated Value $100

     Depositary shares representing a one-            New York Stock Exchange
      tenth interest in 6 5/8% Cumulative
      Preferred Stock, Series H, No Par
      Value, Stated Value $500

     4 3/4% Convertible Debentures due 1998           New York Stock Exchange

     2.5% Commodity-Indexed Preferred                 American Stock Exchange
      Securities (ComPS(SM)), Series A issued
      by J.P. Morgan Index Funding Company I
      and guaranteed by J.P. Morgan & Co.
      Incorporated


        Securities registered pursuant to Section 12(g) of the Act: NONE
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      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes  X   No

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

      The aggregate market value of the voting stock held by nonaffiliates of
J.P. Morgan totaled $21,086,606,481 at February 27, 1998.

      The number of shares outstanding of J.P. Morgan's Common Stock, $2.50 Par
Value, at February 27, 1998, totaled 176,456,958 shares.


                       DOCUMENTS INCORPORATED BY REFERENCE

      J.P. Morgan's Annual report to Stockholders for the year ended December
31, 1997, is incorporated by reference in response to Part I, Items 1, 2, 3, and
4; Part II, Items 5, 6, 7, 8, and 9; and Part IV, Item 14 of Form 10-K.

      J.P. Morgan's definitive Proxy Statement dated March 9, 1998, is
incorporated by reference in response to Part III, Items 10, 11, 12, and 13 of
Form 10-K.
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                         FORM 10-K CROSS-REFERENCE INDEX


<TABLE>
<CAPTION>
Part I                                                                                           Page No. *
<S>             <C>                                                                              <C>
Item 1.         Business
                  Description of business                                                        6-13, 38-39
                  Number of employees                                                            92
                  Financial information about foreign and domestic
                    operations                                                                   11-12, 86-87, 99-101
                  Distribution of assets, liabilities, and
                    stockholders' equity; interest rates and
                    interest differential                                                        94-96
                  Investment portfolio                                                           56-59
                  Loan portfolio                                                                 50-51, 67-69
                  Summary of loan loss experience                                                50-52, 69-70, 97-99
                  Deposits                                                                       94-96, 104
                  Return on equity and assets                                                    92-93
                  Short-term borrowings                                                          105

Item 2.         Properties                                                                       39

Item 3.         Legal proceedings                                                                (a)

Item 4.         Submission of matters to a vote of security holders                              (a)

Part II

Item 5.         Market for registrant's common equity and related
                  stockholder matters                                                            88, 92-93, 106

Item 6.         Selected financial data                                                          92-93

Item 7.         Management's discussion and analysis of financial
                  condition and results of operations                                            1-39

Item 8.         Financial statements and supplementary data
                  Report of independent accountants                                              41
                  J.P. Morgan & Co. Incorporated
                    Consolidated statement of income                                             42
                    Consolidated balance sheet                                                   43
                    Consolidated statement of changes in
                      stockholders' equity                                                       44
                    Consolidated statement of cash flows                                         45
                Morgan Guaranty Trust Company of New York -
                  Consolidated statement of condition                                            46
                Notes to financial statements                                                    47-91
                Selected consolidated quarterly financial data                                   (b)106

Item 9.         Changes in and disagreements with accountants
                  on accounting and financial disclosure                                         (a)
</TABLE>
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<TABLE>
<CAPTION>
Part III                                                                                          Page No. *
<S>             <C>                                                                               <C>
Item 10.        Directors and executive officers of the registrant                                (c)

Item 11.        Executive compensation                                                            (c)

Item 12.        Security ownership of certain beneficial owners
                  and management                                                                  (c)

Item 13.        Certain relationships and related transactions                                    (c)

Part IV

Item 14.        Exhibits, financial statement schedules, and reports on Form 8-K

                1. Financial statements have been
                   included in Item 8.

                2. Financial statement schedules
                   Schedule III - Condensed financial information
                     of J.P. Morgan & Co. Incorporated (parent)                                   89-91
</TABLE>
Exhibits

3a    Restated certificate of incorporation, as amended (incorporated by
      reference to Exhibit 3a to J.P. Morgan's post-effective amendment No. 1 to
      Form S-3, Registration No. 33-55851)

3b    By-laws of J.P. Morgan as amended through April 10, 1996 (incorporated by
      reference to Exhibit 3b to J.P. Morgan's report on Form 8-K, dated April
      11, 1996)

4     Instruments defining the rights of security holders, including indentures.
      J.P. Morgan hereby agrees to furnish to the Commission, upon request, a
      copy of any unfiled agreements defining the rights of holders of long-term
      debt of J.P. Morgan and of all subsidiaries of J.P. Morgan for which
      consolidated or unconsolidated financial statements are required to be
      filed.

10a   1992 stock incentive plan, as amended (incorporated by reference to
      Exhibit 10a to J.P. Morgan's annual report on Form 10-K for the year
      ended December 31, 1994, File No. 1-5885)

10b   Director stock plan, as amended (incorporated by reference to Exhibit 10b
      to J.P. Morgan's annual report on Form 10-K for the year ended December
      31, 1994, File No. 1-5885)

10c   Deferred compensation plan for directors' fees, as amended (incorporated
      by reference to Exhibit 10c to J.P. Morgan's annual report on Form 10-K
      for the year ended December 31, 1992, File No, 1-5885)

10d   1989 stock incentive plan, as amended (incorporated by reference to
      Exhibit 10d to J.P. Morgan's annual report on Form 10-K for the year
      ended December 31, 1994, File No. 1-5885)


10e   1987 stock incentive plan, as amended (incorporated by reference to
      Exhibit 10e to J.P. Morgan's annual report on Form 10-K for the year
      ended December 31, 1994, File No. 1-5885)
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10f   Incentive compensation plan, as amended

10g   Stock option award (incorporated by reference to Exhibit 10h to J.P.
      Morgan's quarterly report on Form 10-Q for the quarter ended March 31,
      1995, File No. 1-5885)

10h   1995 stock incentive plan, as amended (incorporated by reference to
      Exhibit 10i to J.P. Morgan's annual report on Form 10-K for the year ended
      December 31, 1996, File No. 1-5885)

10i   1995 executive officer performance plan (incorporated by reference to
      Exhibit 10j to J.P. Morgan's annual report on Form 10-K for the year ended
      December 31, 1995, File No. 1-5885)

12    Statements re computation of ratios

13    Annual report to stockholders. Only those sections of the annual report to
      stockholders referenced in the cross-reference index above are
      incorporated in the report on Form 10-K.

21    Subsidiaries of J.P. Morgan

23    Consent of independent accountants

24    Powers of attorney

27    Financial data schedule

      Other schedules and exhibits are omitted because the required information
      either is not applicable or is shown in the consolidated financial
      statements or the notes thereto.

            Reports on Form 8-K

            Report on Form 8-K dated October 13, 1997, was filed with the
            Securities and Exchange Commission during the quarter ended December
            31, 1997, which reported the issuance by J.P. Morgan of a press
            release reporting its earnings for the three- and nine-month periods
            ended September 30, 1997. In addition, Form 8-K dated December 10,
            1997, was filed announcing a dividend increase, lower results for
            the first two months of the fourth quarter, and a stock repurchase
            program.

      *Refers to pages appearing in the J.P. Morgan & Co. Incorporated annual
      report to stockholders for the year ended December 31, 1997. Such annual
      report was mailed to stockholders and a copy is attached hereto as Exhibit
      13. The aforementioned pages are incorporated herein by reference in
      accordance with General Instruction G to Form 10-K. This document shall be
      deemed to have been "filed" only to the extent of the material
      incorporated herein by reference.
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(a)   Nothing to report.


(b)   Fourth quarter 1997 results are incorporated by reference to the report on
      Form 8-K dated January 15, 1998, filed with the Securities and Exchange
      Commission.

(c)   Incorporated by reference to the definitive Proxy Statement dated March 9,
      1998.
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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on March 9,
1998, on its behalf by the undersigned, thereunto duly authorized.

(Registrant)                     J.P. MORGAN & CO. INCORPORATED

By (SIGNATURE)                   /s/RACHEL F. ROBBINS
                                 -----------------------------
(Name and Title)                 Rachel F. Robbins
                                 Secretary


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on March 9, 1998, by the following persons on behalf of
the registrant in the capacities indicated.

By (SIGNATURE)                   /s/JOHN A. MAYER JR.
                                 -----------------------------
(Name and Title)                 John A. Mayer Jr.
                                 Chief Financial Officer
                                 (Principal financial officer)

By (SIGNATURE)                   /s/DAVID H. SIDWELL
                                 -----------------------------
(Name and Title)                 David H. Sidwell
                                 Managing Director and Controller
                                 (Principal accounting officer)

By (SIGNATURE)                   /s/DOUGLAS A. WARNER III *
                                 -----------------------------
(Name and Title)                 Douglas A. Warner III
                                 Chairman of the Board and Director
                                 (Principal executive officer)

By (SIGNATURE)                   /s/PAUL A. ALLAIRE*
                                 -----------------------------
(Name and Title)                 Paul A. Allaire, Director

By (SIGNATURE)                   /s/RILEY P. BECHTEL *
                                 -----------------------------
(Name and Title)                 Riley P. Bechtel, Director

By (SIGNATURE)                   /s/LAWRENCE A. BOSSIDY *
                                 -----------------------------
(Name and Title)                 Lawrence A. Bossidy, Director

By (SIGNATURE)                   /s/MARTIN FELDSTEIN *
                                 -----------------------------
(Name and Title)                 Martin Feldstein, Director

By (SIGNATURE)                   /s/ELLEN V. FUTTER *
                                 -----------------------------
(Name and Title)                 Ellen V. Futter, Director

By (SIGNATURE)                   /s/HANNA H. GRAY *
                                 -----------------------------
(Name and Title)                 Hanna H. Gray, Director

By (SIGNATURE)                   /s/WALTER A. GUBERT
                                 -----------------------------
(Name and Title)                 Walter A. Gubert
                                 Vice Chairman of the Board and Director
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By (SIGNATURE)                   /s/JAMES R. HOUGHTON *
                                 -----------------------------
(Name and Title)                 James R. Houghton, Director

By (SIGNATURE)                   /s/JAMES L. KETELSEN *
                                 -----------------------------
(Name and Title)                 James L. Ketelsen, Director

By (SIGNATURE)                   /s/JOHN A. KROL *
                                 -----------------------------
(Name and Title)                 John A. Krol, Director

By (SIGNATURE)                   /s/ROBERTO G. MENDOZA *
                                 -----------------------------
(Name and Title)                 Roberto G. Mendoza
                                 Vice Chairman of the Board and Director

By (SIGNATURE)                   /s/MICHAEL E. PATTERSON *
                                 -----------------------------
(Name and Title)                 Michael E. Patterson
                                 Vice Chairman of the Board and Director

By (SIGNATURE)                   /s/LEE R. RAYMOND *
                                 -----------------------------
(Name and Title)                 Lee R. Raymond, Director

By (SIGNATURE)                   /s/RICHARD D. SIMMONS *
                                 -----------------------------
(Name and Title)                 Richard D. Simmons, Director

By (SIGNATURE)                   /s/KURT F. VIERMETZ *
                                 -----------------------------
(Name and Title)                 Kurt F. Viermetz, Director

By (SIGNATURE)                   /s/DENNIS WEATHERSTONE *
                                 -----------------------------
(Name and Title)                 Dennis Weatherstone, Director

By (SIGNATURE)                   /s/DOUGLAS C. YEARLEY *
                                 -----------------------------
(Name and Title)                 Douglas C. Yearley, Director


* By  /s/JAMES C.P. BERRY
      --------------------------
     James C.P. Berry
     (Attorney-in-fact)
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                                LIST OF EXHIBITS

      3a    Restated certificate of incorporation, as amended (incorporated by
            reference to Exhibit 3a to J.P. Morgan's post-effective amendment
            No. 1 to Form S-3, Registration No. 33-55851)

      3b    By-laws of J.P. Morgan as amended through April 10, 1996
            (incorporated by reference to Exhibit 3b to J.P. Morgan's report on
            Form 8-K, dated April 11, 1996)

      4     Instruments defining the rights of security holders, including
            indentures. J.P. Morgan hereby agrees to furnish to the Commission,
            upon request, a copy of any unfiled agreements defining the rights
            of holders of long-term debt of J.P. Morgan and of all subsidiaries
            of J.P. Morgan for which consolidated or unconsolidated financial
            statements are required to be filed.

      10a   1992 stock incentive plan, as amended (incorporated by reference to
            Exhibit 10a to J.P. Morgan's annual report on Form 10-K for the year
            ended December 31, 1994, File No. 1-5885)

      10b   Director stock plan, as amended (incorporated by reference to
            Exhibit 10b to J.P. Morgan's annual report on Form 10-K for the year
            ended December 31, 1994, File No. 1-5885)

      10c   Deferred compensation plan for directors' fees, as amended
            (incorporated by reference to Exhibit 10c to J.P. Morgan's annual
            report on Form 10-K for the year ended December 31, 1992, File No.
            1-5885)

      10d   1989 stock incentive plan, as amended (incorporated by reference to
            Exhibit 10d to J.P. Morgan's annual report on Form 10-K for the year
            ended December 31, 1994, File No. 1-5885)

      10e   1987 stock incentive plan, as amended (incorporated by reference to
            Exhibit 10e to J.P. Morgan's annual report on Form 10-K for the year
            ended December 31, 1994, File No. 1-5885)

      10f   Incentive compensation plan, as amended

      10g   Stock option award (incorporated by reference to Exhibit 10h to J.P.
            Morgan's quarterly report on Form 10-Q for the quarter ended March
            31, 1995, File No. 1-5885)

      10h   1995 stock incentive plan, as amended (incorporated by reference to
            Exhibit 10i to J.P. Morgan's annual report on Form 10-K for the year
            ended December 31, 1996, File No. 1-5885)

      10i   1995 executive officer performance plan (incorporated by reference
            to Exhibit 10j to J.P. Morgan's annual report on Form 10-K for the
            year ended December 31, 1995, File No. 1-5885)

      12    Statements re computation of ratios
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      13    Annual report to stockholders. Only those sections of the annual
            report to stockholders referenced in the cross-reference index above
            are incorporated in the report on Form 10-K.

      21    Subsidiaries of J.P. Morgan

      23    Consent of independent accountants

      24    Powers of attorney

      27    Financial data schedule