Pricing Supplement No. 142L Dated June 6, 2002
(To Prospectus dated October 31, 2001 and
Prospectus Supplement dated November 9, 2001) Rule 424(b)(2)
File No. 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
Accrued Interest
Commission or Discount:
Proceeds to Company Including Accrued Interest $  42,000,000.00
          100.003%
$         50,545.83
$         63,000.00
$   41,988,805.83

Agents	Principal Amount To be Purchased
J.P. MORGAN SECURITIES INC.	$41,160,000
HSBC Securities (USA) Inc.	$420,000
Sandler O'Neill & Partners	$420,000

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) plus Accrued Interest.

Original Issue Date:	June 13, 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]