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
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1. Name and Address of Reporting Person*
DREW INA R
(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)
Managing Director
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 645,200.4695(1) D
Common Stock 2,777.5484 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Accelerated RSUs(2) 08/08/1988 01/25/2004 Common Stock 4,251 0.0000 D
Performance Accelerated RSUs(3) 08/08/1988 01/25/2004 Common Stock 4,251 0.0000 D
Performance Accelerated RSUs(4) 08/08/1988 01/25/2005 Common Stock 2,504 0.0000 D
Performance Accelerated RSUs(5) 08/08/1988 01/25/2005 Common Stock 2,503 0.0000 D
Stock Options (Right to Buy)(6) 01/18/2002 01/18/2011 Common Stock 71,691 51.22 D
Stock Options (Right to Buy)(7) 01/17/2003 01/17/2012 Common Stock 162,111 36.85 D
Stock Options (Rights to Buy)(8) 06/21/1995 06/21/2004 Common Stock 37,500 12.9792 D
Stock Options (Rights to Buy)(9) 06/20/1996 06/20/2005 Common Stock 25,002 15.7709 D
Stock Options (Rights to Buy)(10) 01/16/1997 01/15/2006 Common Stock 37,500 19.1875 D
Stock Options (Rights to Buy)(11) 01/21/1998 01/21/2007 Common Stock 37,500 30.7709 D
Stock Options (Rights to Buy)(12) 01/20/1999 01/20/2008 Common Stock 51,000 35.3033 D
Stock Options (Rights to Buy)(13) 01/19/2000 01/19/2009 Common Stock 75,000 49 D
Stock Options (Rights to Buy)(14) 01/19/2001 01/19/2010 Common Stock 44,252 49.2133 D
Stock Options (Rights to Buy)(15) 08/08/1988 01/18/2011 Common Stock 175,713 51.22 D
Explanation of Responses:
1. Reporting person also beneficially owns 2,777.5484 shares as follows: Indirect Ownership (401-K Plan)
2. Will vest when the average of the closing stock price of common stock for ten consecutive business days equals or exceeds $73.33 but not sooner than January 25, 2000. If the target price has not been reached by January 25, 2004, the award will be forfeited.
3. Will vest when the average of the closing stock price of common stock for ten consecutive business days equals or exceeds $83.33 but not sooner than January 25, 2002. If the target price has not been reached by January 25, 2004, the award will be forfeited.
4. Will vest when the average of the closing stock price of common stock for ten consecutive business days equals or exceeds $73.33 but not sooner than January 25, 2001. If the target price has not been reached by January 25, 2005, the award will be forfeited.
5. Will vest when the average of the closing stock price of common stock for ten consecutive business days equals or exceeds $83.33 but not sooner than January 25, 2003. If the target price has not been reached by January 25, 2005, the award will be forfeited.
6. Vests annually in fourths beginning on January 18, 2002.
7. Vests 100% on 1/17/2003.
8. Vested annually in thirds beginning on June 21, 1995.
9. Vested annually in thirds beginning on June 20, 1996.
10. Vested annually in thirds beginning on January 16, 1997.
11. Vested annually in thirds beginning on January 21,1998.
12. Vests annually in fourths beginning on January 20, 1999.
13. Vests annually in fourths beginning on January 19, 2000.
14. Vests annually in fourths beginning on January 19, 2001.
15. These options were granted pursuant to the Growth Performance Incentive Program under the Corporation's Long Term Incentive 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 the Investment Bank achieves cumulative Shareholder Value Added total of $5.2 billion for 2001 and 2002 (IB Goal). If the foregoing EPS goal is not achieved, 30% will become exercisable on 1/25/2003 if the IB Goal has been achieved. All options that do not become exercisable on 1/25/2003 will become exercisable on 1/18/2007.
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.
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