Preliminary Pricing Supplement No. 146L Dated November 12, 2002   Rule 424(b)(3)
(To Prospectus dated October 31, 2001 and                     File No. 333-71876
Prospectus Supplement dated November 9, 2001)                CUSIP #: 46623E BG3

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:  U.S.$--
Issue Price:  --%
Commission or Discount:  U.S.$--
Proceeds to Company:  U.S.$--
Make Whole Redemption Option:  Yes
Make Whole Redemption Price:  --
Withholding Redemption Option:  No
Moody's Rating:  A1
S&P Rating:  A+



                                                  PRINCIPAL AMOUNT
               AGENTS                              TO BE PURCHASED
               ------                             ----------------
                                     
Banc of America Securities LLC                            $
J.P. Morgan Securities Inc.                               $
[Agent(s) to be designated]                               $


Agents' Capacity:                   [X] As agent                [ ] As principal
if as principal

[  ]  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:                          -- , 2002

Stated Maturity:                          -- , 2007

Form:  [X]  Book-entry       [ ]  Certificated

Currency:  U.S. Dollars

[X]  Fixed Rate Note:  [ ]  [  ]%

[ ]  Floating Rate Note:  CD [ ]  Commercial Paper Rate [ ]  LIBOR Telerate [
]  LIBOR Reuters [ ]
              Treasury Rate [ ]       Prime Rate [ ]       CMT [ ]


INTEREST PAYMENT DATES:  -- and --, commencing 2003
INTEREST RESET DATES:  Not Applicable
INDEX MATURITY:  Not Applicable
SPREAD (+/-):  Not Applicable
MULTIPLIER:  Not Applicable
MAXIMUM INTEREST RATE:  Not Applicable  MINIMUM INTEREST RATE:  Not Applicable

Neither the Securities and Exchange Commission nor any state securities
commission or other regulatory body has approved or disapproved of these
securities or determined if this Pricing Supplement or the accompanying
Prospectus and Prospectus Supplement is truthful or complete. Any representation
to the contrary is a criminal offense.

JPMorgan Chase is offering these securities ultimately to purchasers of
pass-through certificates (the "Certificates") of the Core Investment Grade Bond
Trust I (the "Trust") offered simultaneously herewith through Core Bond Products
LLC, as depositor of the Trust, utilizing the services of Banc of America
Securities LLC, J.P. Morgan Securities Inc. and -- as our agents (the "Placement
Agents"). Each of the Placement Agents is a statutory underwriter within the
meaning of the Securities Act of 1933.

JPMorgan Chase has authorized the Placement Agents to deliver a copy of this
Pricing Supplement and the accompanying Prospectus and Prospectus Supplement
relating to the securities offered hereby to purchasers of the Certificates.
This Pricing Supplement and the accompanying Prospectus and Prospectus
Supplement relate only to us and these securities and do not relate to the Trust
or the Certificates. You should only rely on this Pricing Supplement and the
accompanying Prospectus and Prospectus Supplement for a description of us and
these securities.

JPMorgan Chase has not been involved in the creation of the Trust or the
preparation of the registration statement and related prospectus in connection
with the offering and sale of the Certificates. We are not partners, joint
venturers or in any other relationship with the Trust or any of the other
issuers whose securities may be deposited in the Trust, nor do we own any
interest in the Trust. Accordingly, we are not assuming any responsibility for,
or any liability or obligations with respect to, the Trust, the Certificates,
the securities of any other issuer that may be deposited in the Trust or the
registration statement and prospectus relating to the Certificates or any such
securities. Our responsibilities, liabilities and obligations are limited solely
to the information contained in, or specifically incorporated by reference in,
this Pricing Supplement and the accompanying Prospectus and Prospectus
Supplement and to our obligations under these securities and the associated
indenture.

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