Pricing Supplement No. 164L Dated May 3, 2005
(To Prospectus dated April 5, 2005 and Prospectus Supplement dated April 12, 2005) Rule 424(b)(2)
File No. 333-117775
CUSIP #: 46623E CC1

JPMORGAN 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%
$75,000
$49,925,000

Agents	Principal Amount To be Purchased
J.P. MORGAN SECURITIES INC.	$49,000,000
Bear, SteaRns & Co. InC.	500,000
LOOP CAPITAL MARKETS, LLC	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:	May 9, 2005
Stated Maturity:	May 9, 2008

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 9^th or next good business day of February, May, August and November, via modified following business day convention, commencing August 9, 2005. The first interest period will accrue from May 9, 2005, payable on August 9, 2005.

Interest Reset Dates:   Quarterly on the 9^th or next good business day February, May, August and November, via modified following business day convention, commencing August 9, 2005.

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