424B2 1 ps166l.htm 424(B)2 DATED MARCH 24, 2006 Pricing Supplement No 166L

Pricing Supplement No. 166L Dated March 24, 2006
(To Prospectus dated April 5, 2005 and

Prospectus Supplement dated April 12, 2005)

Rule 424(b)(2)
File No. 333-117775
CUSIP #: 46623E CE7

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:

 

$1,500,000,000
100%
$1,125,000
$1,498,875,000

Agents

Principal Amount
To be Purchased

J.P. MORGAN SECURITIES INC.

$1,470,000,000

BLAYLOCK & PARTNERS, L.P.

15,000,000

THE WILLIAMS CAPITAL GROUP, L.P.

15,000,000

   

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:

April 3, 2006

Stated Maturity:

April 3, 2009

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 3rd or next good business day of January, April, July and October, via modified following business day convention, commencing July 3, 2006. The first interest period will accrue from April 3, 2006, payable on July 3, 2006.

Interest Reset Dates:   Quarterly on the 3rd or next good business day January, April, July and October, via modified following business day convention, commencing July 3, 2006.


Index Maturity:  3-month LIBOR
Spread (+/-)
:   +4 BPS
Multiplier:   Not Applicable
Maximum Interest Rate:    Not Applicable     Minimum Interest Rate:   Not Applicable
Optional Redemption:
   Yes [   ]   No [X]

Settlement Period: The terms agreement provides that the closing will occur on April 3, 2006, which will be more than three U.S. business days after the date of this pricing supplement. Rule 15c6-1 under the Securities Exchange Act of 1934 generally requires that securities trades in the secondary market settle in three business days, unless the parties to a trade expressly agree otherwise.