424B2 1 psmtnret33.htm 424(B)2 DATED 3-18-2005 Pricing Supplement No 33

Pricing Supplement No. 33 Dated March 18, 2005
(To Prospectus dated August 19, 2003 and
Prospectus Supplement dated October 27, 2003)

Rule 424(b)(2)
File No. 333-107207
CUSIP #: 46627B BF7

JPMORGAN CHASE & CO.

[   ]

JPMorgan Chase Senior Notes, Series D
Due Nine Months of More from Date of Issue

[ X ]

JPMorgan Chase Subordinated Notes, Series B
Due Nine Months or More from Date of Issue

 

Aggregate Principal Amount:
Price to Public:
Agent's Commission*:
Proceeds to Company:

  

$  11,299,000.00
100.00%
2.625%
$  11,002,401.25


*J.P. Morgan Securities Inc., acting as lead agent for the agents listed below,
was paid a portion of the agent's commission, equal to .125%.



Agents

Aggregate
Principal Amount
To be Purchased

A.G. Edwards & Sons, Inc.
Charles Schwab & Co., Inc.
Edward D. Jones & Co., L.P.
Morgan Keegan & Company, Inc.
Raymond James
Wachovia Securities

$    584,000

45,000
10,500,000
10,000
30,000
130,000

Original Issue Date:

March 23, 2005

Stated Maturity:

April 15, 2030

Form:  [ X ]   Book-entry   [   ]  Certificated

Currency:  U.S. Dollars

[ X ]  Fixed Rate Note:

5.75%

Interest will be computed on the basis of:

[   ] the actual number of days elapsed in a year of 360 days
[ X ] a 360-day year of twelve 30-day months
[   ] Other

[  ]  Floating Rate Note:

[   ] CD
[   ] Treasury Rate

[   ]Commercial Paper Rate
[   ] Prime Rate

[   ] Federal Funds Rate
[   ] CMT

[   ] LIBOR

The interest factor for each day will be computed by dividing the interest rate in effect on that day by:

[   ] the actual number of days elapsed in a year
[   ] 360
[   ] Other

Index Maturity: N/A

Annual Interest Rate: N/A

Frequency of Changes in Interest Rate:

[   ] Daily
[   ] Quarterly

[   ] Weekly
[   ] Semi-Annually

[   ] Monthly
[   ] Annually


Interest Payment Dates:   Monthly on the 15th or next good business day, commencing April 15, 2005.

Interest Determination Dates: N/A

Interest Reset Dates:   N/A

Spread (+/-):   N/A

Multiplier:  N/A 

Maximum Interest Rate:  N/A

Minimum Interest Rate:  N/A

Survivor's Option: (Yes/No) No - Not applicable for Subordinated Notes

Right of Issuer to Redeem Notes or of Holder to Require Repayment of Notes

The Notes may be redeemed prior to the Stated Maturity Date at the option of JPMorgan Chase & Co. in whole but not in part at a price equal to 100% of the principal amount being redeemed, beginning April 15, 2010, and on each monthly interest payment date thereafter. Notice of redemption will be given not less than 30 nor more than 60 calendar days prior to the redemption date.

Other Terms:

Capitalized terms used herein without definition have the meanings ascribed to them in the Prospectus Supplement and Prospectus.