JPMORGAN CHASE & CO — Director's Dealing 2002

Oct 18, 2002

4/A 1 sha125.htm SHAPIRO FORM 4 SEC Form 4/A

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2001 Estimated average burden hours per response. . . . . 0.5

1. Name and Address of Reporting Person * Shapiro, Marc J. (Last) (First) (Middle) 270 Park Avenue (Street) New York, NY 10017 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol J.P. Morgan Chase & Co. JPM 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for (Month/Year) October 17, 2002 5. If Amendment, Date of Original (Month/Year) 10/18/2002 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer Other Officer/Other Description Executive Officer 7. Individual or Joint/Group Filing (Check Applicable Line) X Individual Filing Joint/Group Filing

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code and Voluntary Code (Instr. 8) Code | V	4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount | A/D | Price	5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)
Common Stock	10/17/2002	M | &nbsp	78,479.0000 | A | $11.5600		D
Common Stock	10/17/2002	F | &nbsp	59,782.0000 | D | $19.1350	651,136.0042	D

Shapiro, Marc J. - October 2002

Form 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	4. Transaction Code and Voluntary (V) Code (Instr.8) Code | V	5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5)	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) | (ED)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	9. Number of Derivative Securities Beneficially Owned at End of Month (Instr.4)	10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I)
Stock Options (Rights to Buy)	$11.5600	10/17/2002	M | &nbsp	(D) 78,479	10/30/1993 | 10/30/2002	Common Stock - 78,479	41,521	D

Explanation of Responses :

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. /s/ Anthony J. Horan_ __October 18, 2002____ ** Signature of Reporting Person Date On behalf of Marc J. Shapiro Page 2 SEC 1474 (3-99)