Pricing Supplement No. 145L Dated June 24, 2002
(To Prospectus dated October 31, 2001 and
Prospectus Supplement dated November 9, 2001) Rule 424(b)(2)
File No. 333-71876
CUSIP #: 46623E BF5

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 $             50,000,000
                    100%
$                 50,000
$            49,950,000

Agents	Principal Amount To be Purchased
J.P. MORGAN SECURITIES INC.	$   49,000,000
Ramirez Co. Inc.	$      500,000
Sandler O'Neill & Partners, L.P.	$      500,000

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).

Original Issue Date:	June 28, 2002
Stated Maturity:	June 28, 2004

Form:  [X]   Book-entry   [_]  Certificated

Currency:  U.S. Dollars

[X]  Fixed Rate Note: 3.43%

[  ]  Floating Rate Note: CD [  ]
Treasury Rate [  ] Commercial Paper Rate [  ]
Prime Rate [  ] LIBOR Telerate [  ]
CMT [  ] LIBOR Reuters [  ]

Interest Payment Dates:
   Semi-annually on each 28th or next good business day of December and June, commencing with December 28, 2002.

Interest Reset Dates:   Not Applicable
Index Maturity:   Not Applicable
Spread (+/-):   Not Applicable
Multiplier:   Not Applicable
Maximum Interest Rate:    Not Applicable     Minimum Interest Rate:   Not Applicable
Optional Redemption:   Yes [   ]   No [X]