JPMORGAN CHASE & CO — Capital/Financing Update 2002

May 24, 2002

424B2 1 h4242139.htm 424(B)2 DATED 5/21/02 (MTN 139L) Pricing Supp. New Chem MTN Ser A & C

Pricing Supplement No. 139L Dated May 21, 2002 (To Prospectus dated October 31, 2001 and Prospectus Supplement dated November 9, 2001) Rule 424(b)(2) File No's. 333-71876 CUSIP #: 46623E BA6

J.P. MORGAN CHASE & CO.

[X]	Senior Medium-Term Notes, Series C Due From Nine Months to Thirty Years from Date of Issue
[ ]	Subordinated Medium Term Notes, Series A Due From Nine Months to Thirty Years from Date of Issue

Principal Amount: Issue Price Commission or Discount: Proceeds to Company $ 372,000,000 100% $ 558,000 $ 371,442,000

Agents	Principal Amount To be Purchased
J.P. MORGAN SECURITIES INC.	$ 364,560,000.00
HSBC Securities (USA) Inc.	$ 3,720,000.00
Sandler O'Neill & Partners	$ 3,720,000.00

Agents' Capacity: if as principal [ ] As agent [X] As principal

[ ]	The Notes are being offered at varying prices relating to prevailing market prices at the time of sale. SEE BELOW
[X ]	The Notes are being offered at a fixed initial public offering price equal to the Issue Price ( as a percentage of Principal Amount).

Original Issue Date:	May 24, 2002
Stated Maturity:	May 20, 2005

Form: [ X ] Book-entry [_] Certificated

Currency: U.S. Dollars

[ ] Fixed Rate Note: [X] Floating Rate Note: CD [ ] Treasury Rate [ ] Commercial Paper Rate [ ] Prime Rate [ ] LIBOR Telerate [X] CMT [ ] LIBOR Reuters [ ]

Interest Payment Dates: Quarterly on each 20th or next good business day of May, August, November and February commencing with August 20, 2002. Interest Reset Dates: The 20th or next good business day of May, August, November and February commencing with August 20, 2002.

Index Maturity: 3 month LIBOR

Spread (+/-): +27 BP

Multiplier: Not Applicable

Maximum Interest Rate: Not Applicable Minimum Interest Rate: 0%

Optional Redemption: Yes [ ] No [X]