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)

		Nine Months Ended
		September 30, 2002
Excluding Interest on Deposits
Income before income taxes		$	3,106
Fixed charges:
	Interest expense		6,478
	One-third of rents, net of income from subleases (a)		214
Total fixed charges			6,692
Less: Equity in undistributed income of affiliates			(73	)
Earnings before taxes and fixed charges, excluding capitalized interest		$	9,725
Fixed charges, as above		$	6,692
Preferred stock dividends			39
Fixed charges including preferred stock dividends		$	6,731
Ratio of earnings to fixed charges and preferred stock dividend requirements			1.44
Including Interest on Deposits
Fixed charges including preferred stock dividends, as above		$	6,731
Add: Interest on deposits			4,077
Total fixed charges including preferred stock dividends and interest on deposits		$	10,808
Earnings before taxes and fixed charges, excluding capitalized interest, as above		$	9,725
Add: Interest on deposits			4,077
Total earnings before taxes, fixed charges and interest on deposits		$	13,802
Ratio of earnings to fixed charges and preferred stock dividend requirements			1.28

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

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