Pricing Supplement No. 138L 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 AZ2

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 $ 814,050,000.00
               100%
$      814,050.00
$ 813,235,950.00

Agents	Principal Amount To be Purchased
J.P. MORGAN SECURITIES INC.	$ 797,769,000.00
HSBC Securities (USA) Inc.	$    8,140,500.00
Sandler O'Neill & Partners	$8,140,500.00

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, 2004

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 (+/-):        +17 BP

Multiplier:    Not Applicable

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

 Optional Redemption:   Yes [   ]   No [X]