EXHIBIT 12(b)

J.P. MORGAN CHASE & CO.

Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements
(in millions, except ratios)

		Six Months Ended
		June 30, 2002
Excluding Interest on Deposits
Income before income taxes		$	3,046
Fixed charges:
	Interest expense		4,320
	One-third of rents, net of income from subleases (a)		126
Total fixed charges			4,446
Less: Equity in undistributed income of affiliates			(50	)
Earnings before taxes and fixed charges, excluding capitalized interest		$	7,442
Fixed charges, as above		$	4,446
Preferred stock dividends			26
Fixed charges including preferred stock dividends		$	4,472
Ratio of earnings to fixed charges and preferred stock dividend requirements			1.66
Including Interest on Deposits
Fixed charges including preferred stock dividends, as above		$	4,472
Add: Interest on deposits			2,655
Total fixed charges including preferred stock dividends and interest on deposits		$	7,127
Earnings before taxes and fixed charges, excluding capitalized interest, as above		$	7,442
Add: Interest on deposits			2,655
Total earnings before taxes, fixed charges and interest on deposits		$	10,097
Ratio of earnings to fixed charges and preferred stock dividend requirements			1.42

(a) The proportion deemed representative of the interest factor.

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