SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0104
Expires:	December 31, 2014
Estimated average burden
hours per response:		0.5

1. Name and Address of Reporting Person^*

POTE HAROLD W

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2003

3. Issuer Name and Ticker or Trading Symbol
J P MORGAN CHASE & CO [ JPM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	317,756.6779⁽¹⁾	D
Common Stock	447.1366	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Accelerated RSUs⁽²⁾	08/08/1988	01/25/2006	Common Stock	2,440	0.0000	D
Performance Accelerated RSUs⁽³⁾	08/08/1988	01/25/2006	Common Stock	2,440	0.0000	D
Stock Options (Right to Buy)⁽⁴⁾	08/08/1988	01/18/2011	Common Stock	175,713	51.22	D
Stock Options (Right to Buy)⁽⁵⁾	01/18/2002	01/18/2011	Common Stock	58,571	51.22	D
Stock Options (Right to Buy)⁽⁶⁾	01/17/2003	01/17/2012	Common Stock	122,118	36.85	D

Explanation of Responses:

1. Reporting person also beneficially owns 447.1366 shares as follows: Indirect Ownership (401-K Plan)

2. Will vest if the $75.00 target price is achieved, but not sooner than January 25, 2002. If the target price has not been reached by January 25, 2006, the award will be forfeited.

3. Will vest if the $85.00 target price is achieved, but not sooner than January 25, 2004. If the target price has not been reached by January 25, 2006, the award will be forfeited.

4. These options were granted pursuant to the Growth Performance Incentive Program under the Corporation's 2001 Stock Option Plan and 1/2 will become exercisable on 1/25/2003 if Cumulative Fully Diluted Cash Operating Earnings Per Share, excluding JPMorgan Partners and extraordinary events, (EPS) equals $8.50 for 2001 and 2002; an additional 1/2 will become exercisable on 1/25/2003 if EPS equals $8.50 for 2001 and 2002 and Retail & Middle Market Financial Services achieves Cumulative Shareholder Value Added of $2.1 billion for 2001 and 2002 (RMMFS Goal). If the foregoing EPS goal is not achieved, 30% will become exercisable on 1/25/2003 if the RMMFS Goal has been achieved. All options that do not become exercisable on 1/25/2003 will become exercisable on 1/18/2007.

5. Vests annually in thirds beginning on January 18, 2002.

6. Vests annually in thirds beginning January 17, 2003.

	By: /s/ James C.P. Berry, under POA on behalf of	07/25/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.