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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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 vXARDVzlJ3hYoJ/k8u1p0Q==

<SEC-DOCUMENT>0000019617-01-000232.txt : 20010330
<SEC-HEADER>0000019617-01-000232.hdr.sgml : 20010330
ACCESSION NUMBER:		0000019617-01-000232
CONFORMED SUBMISSION TYPE:	424B5
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20010329

FILER:

	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:		424B5
		SEC ACT:		
		SEC FILE NUMBER:	333-94393
		FILM NUMBER:		1583434

	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>424B5
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>PRICING SUPPLEMENT DATED 3/27/01
<TEXT>


Pricing Supplement No. 123L Dated March 27, 2001              Rule 424(b)(5)
(To Prospectus dated February 11, 2000 and                 File No's. 333-94393
and  Prospectus Supplement dated February 11, 2000)

     J.P. MORGAN CHASE & CO.
     (formerly known as The Chase Manhattan Corporation)

[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:          $   125,000,000.00
     Issue Price:                         99.94382%
     Commission or Discount:    $        35,087.50
     Proceeds to Company:       $   124,894,687.50

                                             Principal Amount
     Agent                                   To be Purchased

     CHASE SECURITIES INC.                    $  122,500,000
     ABN AMRO INCORPORATED                    $    1,250,000
     BARCLAYS CAPITAL, INC.                   $    1,250,000

     Agents' Capacity:    [ ]   As Agent        [X]  As Principal
     if as principal

     [_]   The Notes are being offered at varying prices relating to prevailing
           market prices at the time of sale.

     [X]   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:    MARCH 30, 2001
           Stated Maturity:        MARCH 30, 2004

           Form: [X]  Book-entry      [_] Certificated
           Currency:  U.S. Dollars

     [_]   Fixed Rate Note:
           Interest Rate:

     [X]   Floating Rate Note:   CD [_]  Commercial Paper Rate [_]
                                 Federal Fund Effective Rate [_]
                                 LIBOR Telerate [X]   LIBOR  Reuters [_]
                                 Treasury Rate [_]  Prime Rate [_] CMT [_]

      Initial Interest Rate:

      Interest Determination Dates:   Two London business days prior to interest
                                      reset dates.

      Interest Payment Dates:   The 30th of every month commencing April 30th,
                                2001 subject to modified following business day
                                convention.

      Interest  Reset Dates:    The 30th of every month commencing April 30th,
                                2001 subject to modified following business day
                                convention.

<PAGE>

      Index Maturity:           1 mo. LIBOR
      Spread (+/-):             +17 BP
      Spread Multiplier:

      Maximum Interest Rate:    Minimum Interest Rate:
      Optional Redemption:      Yes [_]   No[X]


Other:

      On December 31, 2000, J.P. Morgan & Co. Incorporated ("J.P. Morgan")
      merged with and into The Chase Manhattan Corporation ("Chase"). Upon
      completion of the merger, Chase changed its name to J.P. Morgan Chase &
      Co.

      The merger was accounted for as a pooling of interests. As a result,
      financial information following completion of the merger and incorporated
      by reference in the prospectus and prospectus supplement to which this
      pricing supplement is attached presents the combined results of Chase and
      J.P. Morgan as if the merger had been in effect for all periods presented.

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