Pricing Supplement No. 124L Dated April 26, 2001                  Rule 424(b)(5)
(To Prospectus dated  February 11, 2000 and                 File No's. 333-94393
and Prospectus Supplement dated February 11, 2000)

         J.P. MORGAN CHASE & CO.
         (formerly known as The Chase Manhattan Corporation)

[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:               $    400,000,000.00
         Issue Price:                                    100%
         Commission or Discount:         $        400,000.00
         Proceeds to Company:            $    399,600,000.00

                                             Principal Amount
                 Agent                       To be Purchased
                 -----                       ---------------

         CHASE SECURITIES INC.           $     392,000,000
         ABN AMRO INCORPORATED           $       4,000,000
         THE WILLIAMS CAPITAL GROUP LP   $       4,000,000

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

[X]   The Notes are being offered at varying prices relating to prevailing
      market prices at the time of sale.

[_]   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 1, 2001
          Stated Maturity:          MAY 1, 2003

          Form:  [X]   Book-entry    [_]  Certificated
          Currency:  U.S. Dollars

[_]   Fixed Rate Note:
      Interest Rate:

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

      Initial Interest Rate:

      Interest Determination Dates:  Two London business days prior to interest
                                     reset dates.

      Interest Payment Dates:  The 1st of August, November, February, and May
                               commencing August 1ST, 2001.

         Interest Reset Dates: The 1st of August, November, February, and May
                               commencing, August 1ST, 2001 subject to modified
                               following business day convention.




         Index Maturity:       3 mo. LIBOR
         Spread (+/-):         9 BP
         Spread Multiplier:
         Maximum Interest Rate:   Minimum Interest Rate:
         Optional Redemption:   Yes [_]   No[X]


Other: On December 31, 2000, J.P. Morgan & Co. Incorporated ("J.P. Morgan")
       merged with and into The Chase Manhattan Corporation ("Chase"). Upon
       completion of the merger, Chase changed its name to J.P. Morgan Chase &
       Co.

       The merger was accounted for as a pooling of interests. As a result,
       financial information following completion of the merger and incorporated
       by reference in the prospectus and prospectus supplement to which this
       pricing supplement is attached presents the combined results of Chase and
       J.P. Morgan as if the merger had been in effect for all periods
       presented.