<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>8
<FILENAME>file007.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>

<PAGE>

                                  EXHIBIT 23.1


CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Amendment No. 1 to
the Registration Statement on Form S-3 (No. 333-68500) of our report dated
January 16, 2001 relating to the financial statements, which appear in J.P.
Morgan Chase & Co.'s Annual Report on Form 10-K for the year ended December 31,
2000. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP



New York, NY
September 4, 2001





</TEXT>
</DOCUMENT>
