-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
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 TIrYdWGaedL8NPS+bS5LPg==

<SEC-DOCUMENT>0001012975-01-000022.txt : 20010223
<SEC-HEADER>0001012975-01-000022.hdr.sgml : 20010223
ACCESSION NUMBER:		0001012975-01-000022
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20010214
GROUP MEMBERS:		J P MORGAN CHASE & CO
GROUP MEMBERS:		J.P. MORGAN CAPITAL CORPORATION
GROUP MEMBERS:		J.P. MORGAN SBIC LLC

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EDISON SCHOOLS INC
		CENTRAL INDEX KEY:			0001089567
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-EDUCATIONAL SERVICES [8200]
		IRS NUMBER:				133915075
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		
		SEC FILE NUMBER:	005-57215
		FILM NUMBER:		1544903

	BUSINESS ADDRESS:	
		STREET 1:		521 FIFTH AVE
		STREET 2:		15TH FL
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10175
		BUSINESS PHONE:		2124191600

	MAIL ADDRESS:	
		STREET 1:		521 FIFTH AVE
		STREET 2:		15TH FL
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10175

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	EDISON PROJECT INC
		DATE OF NAME CHANGE:	19990727

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			J P MORGAN CHASE & CO
		CENTRAL INDEX KEY:			0000019617
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				132624428
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		270 PARK AVE
		STREET 2:		39TH FL
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2122706000

	MAIL ADDRESS:	
		STREET 1:		270 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHASE MANHATTAN CORP /DE/
		DATE OF NAME CHANGE:	19960402

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHEMICAL BANKING CORP
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHEMICAL NEW YORK CORP
		DATE OF NAME CHANGE:	19880508
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>




                       SECURITIES AND EXCHANGE COMMISSION          OMB APPROVAL
                              Washington, DC 20549


                                  SCHEDULE 13G
                                 (Rule 13d-102)

            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
          TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)
                                (Amendment No. 1)



                               Edison Schools Inc.
- -------------------------------------------------------------------------------
                                (Name of issuer)

                 Class A Common Stock, par value $.01 per share
- -------------------------------------------------------------------------------
                         (Title of class of securities)

                                    281033100
- -------------------------------------------------------------------------------
                                 (CUSIP number)

                                December 31, 2000
- -------------------------------------------------------------------------------
             (Date of event which requires filing of this statement)



         Check the appropriate box to designate the rule pursuant to which this
         Schedule is filed:
         |_|      Rule 13d-1(b)
         |X|      Rule 13d-1(c)
         |_|      Rule 13d-1(d)




<PAGE>

                                       13G
CUSIP No. 281033100                                          Page 2 of 7 Pages

    1    NAME OF REPORTING PERSONS

         J.P. Morgan Chase & Co.
         (f/k/a J.P. Morgan & Co. Incorporated)

         I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
         13-2625764

    2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                       (b) |X|

    3    SEC USE ONLY

    4    CITIZENSHIP OR PLACE OF ORGANIZATION

         Delaware

              NUMBER OF          5   SOLE VOTING POWER                 0 SHARES
                SHARES
             BENEFICIALLY        6   SHARED VOTING POWER       2,845,223 SHARES
               OWNED BY
                 EACH            7   SOLE DISPOSITIVE POWER            0 SHARES
              REPORTING
                PERSON           8   SHARED DISPOSITIVE POWER  2,845,223 SHARES
                 WITH

    9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         2,845,223 SHARES

   10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
         CERTAIN SHARES*                                               |_|



   11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

         6.5%

   12    TYPE OF REPORTING PERSON

         HC, CO



                                Page 2 of 7 Pages


<PAGE>

                                       13G
CUSIP No. 281033100                                           Page 3 of 7 Pages

    1    NAME OF REPORTING PERSONS

         J.P. Morgan Capital Corporation

         I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
         13-3610583

    2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                       (b) |X|

    3    SEC USE ONLY

    4    CITIZENSHIP OR PLACE OF ORGANIZATION

         Delaware

              NUMBER OF         5   SOLE VOTING POWER                  0 SHARES
                SHARES
             BENEFICIALLY       6   SHARED VOTING POWER        2,845,223 SHARES
               OWNED BY
                 EACH           7   SOLE DISPOSITIVE POWER             0 SHARES
              REPORTING
                PERSON          8   SHARED DISPOSITIVE POWER   2,845,223 SHARES
                 WITH

    9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         2,845,223 SHARES

   10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
         CERTAIN SHARES*                                           |_|



   11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

         6.5%

   12    TYPE OF REPORTING PERSON

         CO



                                Page 3 of 7 Pages
<PAGE>


                                       13G
CUSIP No. 281033100                                           Page 4 of 7 Pages

    1    NAME OF REPORTING PERSONS

         J.P. Morgan SBIC LLC
         (f/k/a J.P. Morgan Investment Corporation)

         I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
         51-0304608


    2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a) |_|
                                                                        (b) |X|

    3    SEC USE ONLY

    4    CITIZENSHIP OR PLACE OF ORGANIZATION

         Delaware

              NUMBER OF        5     SOLE VOTING POWER                 0 SHARES
                SHARES
             BENEFICIALLY      6     SHARED VOTING POWER       2,845,223 SHARES
               OWNED BY
                 EACH          7     SOLE DISPOSITIVE POWER            0 SHARES
              REPORTING
                PERSON         8     SHARED DISPOSITIVE POWER  2,845,223 SHARES
                 WITH

    9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         2,845,223 SHARES

   10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
         CERTAIN SHARES*                                           |_|



   11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

         6.5%

   12    TYPE OF REPORTING PERSON

         CO



                                Page 4 of 7 Pages


<PAGE>

Item 1(a).        Name of Issuer:

                  Edison Schools Inc. (the "Company")

Item 1(b).        Address of Issuer's Principal Executive Offices:

                  521 Fifth Avenue, 15th Floor
                  New York, New York  10175

Item 2(a).        Name of Person Filing:

                  J.P. Morgan Chase & Co. (f/k/a J.P. Morgan & Co. Incorporated)
                  J.P. Morgan Capital Corporation
                  J.P. Morgan SBIC LLC (f/k/a J.P. Morgan Investment
                   Corporation)

Item 2(b).        Address of Principal Business Office or, if None, Residence:

                  60 Wall Street
                  New York, New York  10260-0060

Item 2(c).        Citizenship:

                  Delaware

Item 2(d).        Title of Class of Securities:

                  Class A common stock, par value $.01 per share

Item 2(e).        CUSIP Number:

                  281033100

Item 3.           If This  Statement  is Filed  Pursuant  to Rule  13d-1(b),  or
                  13d-2(b) or (c), Check Whether the Person Filing is a:

                  Not applicable.

Item 4.           Ownership.

                  (a)      Amount beneficially owned:

                           2,845,223 shares.  Includes 284,522 shares of class B
                           common  stock,  par  value  $.01  per  share,  of the
                           Company.  Each  share  of  class B  common  stock  is
                           convertible at any time, at the option of the holder,
                           into one  share of  class A  common  stock.  Does not
                           include  3,194,027 shares of class A common stock and
                           1,166,047  shares of class B common stock  pledged to
                           Morgan   Guaranty  Trust  Company  of  New  York,  an
                           affiliate of the reporting persons.


                                Page 5 of 7 Pages

<PAGE>

                  (b)      Percent of class:

                           6.5% - Percentage is based upon 43,986,359  shares of
                           class A common stock outstanding.

                  (c)      Number  of   shares  as   to   which   the  reporting
                           persons have:

                           (i)      Sole power to vote or to direct the vote:
                                    0 shares

                           (ii)     Shared power to vote or to direct the vote:
                                    2,845,223 shares

                           (iii)    Sole power to dispose or to direct the
                                    disposition of:  0 shares

                           (iv)     Shared power to dispose or to direct the
                                    disposition of:  2,845,223 shares

Item 5.           Ownership of Five Percent or Less of a Class.

                  Not applicable.

Item 6.           Ownership of More than Five Percent on Behalf of Another
                  Person.

                  An affiliate of the reporting persons has the right to receive
                  dividends  from, and the proceeds from the sale of, certain of
                  the shares reported in this statement.  Such interest  relates
                  to less than five percent of the class of securities  reported
                  in this statement.

Item 7.           Identification  and  Classification  of the  Subsidiary  Which
                  Acquired the Security  Being Reported on by the Parent Holding
                  Company.


                  See Exhibit 1.

Item 8.           Identification and Classification of Members of the Group.

                  Not applicable.

Item 9.           Notice of Dissolution of Group.

                  Not applicable.

Item 10.          Certification.

                  By signing below each of the  undersigned  certifies  that, to
                  the best of each of the  undersigned's  knowledge  and belief,
                  the securities referred to above were not acquired and are not
                  held for the  purpose  of or with the  effect of  changing  or
                  influencing  the control of the issuer of the  securities  and
                  were not acquired and are not held in connection  with or as a
                  participant in any transaction having that purpose or effect.





                                Page 6 of 7 Pages

<PAGE>

                                    SIGNATURE

After reasonable inquiry and to the best of each of the undersigned's  knowledge
and belief, each of the undersigned  certifies that the information set forth in
this amendment is true, complete and correct.

Date:  February 14, 2001

                                   J.P. Morgan Chase & Co.
                                   (f/k/a J.P. Morgan & Co. Incorporated)


                                    By: /s/ Kathleen Juhase
                                        ------------------------------
                                        Name:   Kathleen Juhase
                                        Title:  Vice President and
                                                Assistant General Counsel


                                    J.P. Morgan Capital Corporation


                                    By: /s/ Howard Lask
                                        -------------------------------
                                        Name:   Howard Lask
                                        Title:  Vice President


                                    J.P. Morgan SBIC LLC
                                    (f/k/a J.P. Morgan Investment Corporation)


                                    By: /s/ Howard Lask
                                        --------------------------------
                                        Name:   Howard Lask
                                        Title:  Vice President


                               Page 7 of 7 Pages


<PAGE>

                                    EXHIBIT 1


         The shares of Edison Schools Inc. reported herein are directly held by
J.P. Morgan Investment Corporation, which is a directly held subsidiary of J.P.
Morgan Capital Corporation, which is a directly held subsidiary of J.P. Morgan &
Co. Incorporated.

         The undersigned hereby consent and agree to the joint filing on behalf
of each of them of this Schedule 13G Amendment No. 1.

Date:  February 14, 2001


                                   J.P. Morgan Chase & Co.
                                   (f/k/a J.P. Morgan & Co. Incorporated)


                                    By: /s/ Kathleen Juhase
                                        ------------------------------
                                        Name:   Kathleen Juhase
                                        Title:  Vice President and
                                                Assistant General Counsel


                                    J.P. Morgan Capital Corporation


                                    By: /s/ Howard Lask
                                        -------------------------------
                                        Name:   Howard Lask
                                        Title:  Vice President


                                    J.P. Morgan SBIC LLC
                                    (f/k/a J.P. Morgan Investment Corporation)



                                    By: /s/ Howard Lask
                                        --------------------------------
                                        Name:   Howard Lask
                                        Title:  Vice President



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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