8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): March 1, 2005

J.P. MORGAN CHASE & CO.
(Exact name of registrant as specified in its charter)

Delaware	1-5805	13-2624428
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

270 Park Avenue, New York, NY	10017
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 270-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01. Other Events
	Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1 PRESS RELEASE

Item 8.01. Other Events

     JPMorgan Chase & Co. announced on March 1, 2005, that JPMorgan Partners, LLC (JPMP), a private equity unit of the firm, will become independent when it completes the investment of its current $6.5 billion Global Fund. Attached as an exhibit is a copy of the press release with respect to the forgoing.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits

The following is furnished as an exhibit to this report.

99.1 Press Release dated March 1, 2005

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

J.P. MORGAN CHASE & CO. (Registrant)
By:	/s/Anthony Horan
	Name:	Anthony Horan
	Title:	Corporate Secretary

Dated: March 1, 2005

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated March 1, 2005

EX-99.1

EXHIBIT 99.1

JPMORGAN CHASE ANNOUNCES CHANGES TO PRIVATE EQUITY BUSINESS

New York, March 1, 2005 – JPMorgan Chase & Co. (NYSE:JPM) announced today that JPMorgan Partners, LLC (JPMP), a private equity unit of the firm, will become independent when it completes the investment of its current $6.5 billion Global Fund. The independent unit will retain portfolio management responsibility for the Global Fund and heritage JPMorgan Partners investments. In addition, JPMorgan Chase & Co. has committed to invest 24.9%, up to $1B, in a new fund that the independent firm plans to raise as a successor to the current Global Fund.

“Over the last 21 years, JPMorgan Partners has successfully built a world-class, globally integrated, private equity franchise,” said David Coulter, Vice Chairman of JPMorgan Chase & Co. “We want them to continue to grow and deepen that organization. They and we have determined that they can best achieve their desired scale independent of JPMorgan Chase & Co.,” Coulter said.

“We are committed to completing the investment of our Global Fund and honoring our commitments to our limited partners,” said Jeffrey Walker, Managing Partner of JPMorgan Partners. “We are also inspired by the notion of further growing our franchise and look forward to remaining a valued client of JPMorgan Chase and continuing to provide a strong return on its capital,” Walker said.

JPMorgan Partners Asia will continue to raise a second fund and will be associated with the new independent private equity firm. One Equity Partners, the heritage Bank One private equity arm, will continue to operate as a separate fund subject to JPMorgan Chase’s obligations to the JPMP Global Fund. Upon completion of the Global Fund, One Equity Partners will become the sole private equity investment vehicle for JPMorgan Chase & Co.

J.P. Morgan Partners has approximately $13 billion in capital under management as of December 31, 2004. Since its inception in 1984, JPMP has invested over $15 billion in consumer, media, energy, industrial, financial services and healthcare companies. JPMP has approximately 95 investment professionals in six principal offices throughout the world.

About JPMorgan Chase & Co.
JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $1.2 trillion and operations in more than 50 countries. The firm is a leader in investment banking, financial services for consumers and businesses, financial transaction processing, asset and wealth management, and private equity. A component of the Dow Jones Industrial Average, JPMorgan Chase & Co. has its corporate headquarters in New York and its U.S. retail financial services and commercial banking headquarters in Chicago. Under the JPMorgan, Chase and Bank One brands, the firm serves millions of consumers in the United States and many of the world’s most prominent corporate, institutional and government clients. Information about the firm is available at www.jpmorganchase.com.

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