424B2 1 ps153l.htm 424(B)2 DATED 12/15/2003 Pricing Supplement No 153L

Pricing Supplement No. 153L Dated December 15, 2003
(To Prospectus dated August 19, 2003 and
Prospectus Supplement dated August 19, 2003)

Rule 424(b)(2)
File No. 333-107207
CUSIP #: 46623E BQ1

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:
Proceeds to Company

 

$1,267,500,000
$1,265,598,750

Agents

Principal Amount
To be Purchased

J.P. MORGAN SECURITIES INC.

$1,242,150,000

BNP Paribas

$   12,675,000

Keefe, Bruyette & Woods, Inc.

$   12,675,000

Agents' Capacity:
if as principal

[  ]  As agent

[X]  As principal

[ X ]

The Notes are being offered at varying prices relating to prevailing market prices at the time of sale. SEE BELOW

[   ]

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:

December 18, 2003

Stated Maturity:

December 18, 2006

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 the 18th or next good business day of March, June, September and December, via modified following business day convention, commencing March 18, 2004.

Interest Reset Dates:   The 18th or next good business day of March, June, September and December, via modified following business day convention, commencing March 18, 2004.


Index Maturity:  3-month LIBOR
Spread (+/-)
:   +13 BP
Multiplier:   Not Applicable
Maximum Interest Rate:    Not Applicable     Minimum Interest Rate:   0%
Optional Redemption:
   Yes [   ]   No [X]

The Agents, as defined above, have agreed to purchase the notes from J.P. Morgan Chase & Co. (JPMorgan Chase) at 99.85% of their principal amount, plus accrued interest, if any, from December 18, 2003. JPMorgan Chase will receive $1,265,598,750 in aggregate proceeds from the sale of the notes.

The Agents have advised JPMorgan Chase that they propose to offer the notes from time to time for sale in negotiated transactions or otherwise, at prices determined at the time of sale. The Agents may effect such transactions by selling notes to or through dealers and such dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the Agents and any purchaser of notes for whom they may act as agent. The Agents and any dealers that participate with the Agents in the distribution of the notes may be deemed to be underwriters, and any discounts or commissions received by them and any profit on the resale of notes by them may be deemed to be underwriting compensation.