-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 VDxe3xO6IsN48TMNmf8OxGFQircrvps2zq0+aS9zqxt33rmeXPvCUS1YajDbk26G
 1pp1IEIz6WkpVjkj1OaE7A==

<SEC-DOCUMENT>0000950123-03-000625.txt : 20030127
<SEC-HEADER>0000950123-03-000625.hdr.sgml : 20030127
<ACCEPTANCE-DATETIME>20030127165015
ACCESSION NUMBER:		0000950123-03-000625
CONFORMED SUBMISSION TYPE:	424B2
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20030127

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:		424B2
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-71876
		FILM NUMBER:		03526299

	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:	CHEMICAL BANKING CORP
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHEMICAL NEW YORK CORP
		DATE OF NAME CHANGE:	19880508

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHASE MANHATTAN CORP /DE/
		DATE OF NAME CHANGE:	19960402
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B2
<SEQUENCE>1
<FILENAME>y82840b2e424b2.txt
<DESCRIPTION>J.P. MORGAN CHASE & CO.
<TEXT>
<PAGE>
                                             As Filed Pursuant to Rule 424(b)(2)
                                             Registration No. 333-71876


Prospectus Supplement
(To Prospectus dated October 31, 2001)

[J.P. MORGAN CHASE & CO. LOGO]

J.P. MORGAN CHASE & CO.

$1,000,000,000
4.00% Notes due 2008
Interest payable February 1 and August 1

ISSUE PRICE: 99.695%

The notes will mature on February 1, 2008. Interest will accrue from January 30,
2003. We cannot redeem the notes prior to their maturity. There is no sinking
fund for the notes.

The notes are unsecured and will have the same rank as our other unsecured and
unsubordinated obligations.

The notes are not deposits or other obligations of a bank and are not insured by
the Federal Deposit Insurance Corporation or any other governmental agency.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the notes or determined that this
prospectus supplement or the attached prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.

<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------------
                                           PRICE TO              UNDERWRITING                      PROCEEDS
                                            PUBLIC                 DISCOUNTS                        TO US
- ---------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>                          <C>
Per Note                                99.695%             0.350%                       99.345%
- ---------------------------------------------------------------------------------------------------------------------
Total                                   $996,950,000        $3,500,000                   $993,450,000
- ---------------------------------------------------------------------------------------------------------------------
</Table>

The notes are not and will not be listed on any securities exchange. Currently,
there is no established public trading market for the notes.

We expect to deliver the notes to investors through the book-entry delivery
system of The Depository Trust Company and its direct participants, including
Euroclear and Clearstream, on or about January 30, 2003.

Our affiliates, including J.P. Morgan Securities Inc., may use this prospectus
supplement and the attached prospectus in connection with offers and sales of
the notes in the secondary market. These affiliates may act as principal or
agent in those transactions. Secondary market sales will be made at prices
related to market prices at the time of sale.

JPMORGAN
            BEAR, STEARNS & CO. INC.
                         KEEFE, BRUYETTE & WOODS, INC.
                                   LOOP CAPITAL MARKETS, LLC
                                            SANDLER O'NEILL & PARTNERS, L.P.

January 23, 2003
<PAGE>

In making your investment decision, you should rely only on the information
contained or incorporated by reference in this prospectus supplement and the
attached prospectus. We have not authorized anyone to provide you with any other
information. If you receive any information not authorized by us, you should not
rely on it.

We are offering to sell the notes only in places where sales are permitted.

You should not assume that the information contained or incorporated by
reference in this prospectus supplement or the attached prospectus is accurate
as of any date other than its respective date.
             ------------------------------------------------------

                               TABLE OF CONTENTS

<Table>
<Caption>
                                        PAGE
                                        ----
<S>                                     <C>
PROSPECTUS SUPPLEMENT
J.P. Morgan Chase & Co................   S-3
Certain Terms of the Notes............   S-4
Certain United States Federal Income
  Tax Consequences to Non-United
  States Persons......................   S-5
Underwriting..........................   S-7
Experts...............................   S-8
Legal Opinions........................   S-8
PROSPECTUS
Summary...............................     2
Consolidated Ratios of Earnings to
  Fixed Charges and Preferred Stock
  Dividend Requirements...............     5
Where You Can Find More Information
  About J.P. Morgan Chase.............     5
J.P. Morgan Chase & Co................     6
Use of Proceeds.......................     6
Description of Debt Securities........     6
Description of Preferred Stock........    15
Description of Common Stock...........    23
Description of Securities Warrants....    23
Description of Currency Warrants......    24
Book-Entry Issuance...................    25
Plan of Distribution..................    29
Experts...............................    30
Legal Opinions........................    30
</Table>

                                       S-2
<PAGE>

                            J.P. MORGAN CHASE & CO.

J.P. Morgan Chase & Co. ("JPMorgan Chase", which may be referred to as "we" or
"us") is a financial holding company incorporated under Delaware law in 1968. As
of December 31, 2002, we were the second largest banking institution in the
United States, with approximately $759 billion in assets and approximately $42
billion in stockholders' equity.

We are a global financial services firm with operations in over 50 countries.
Our principal bank subsidiaries are JPMorgan Chase Bank, which is a New York
banking corporation headquartered in New York City, and Chase Manhattan Bank
USA, National Association, headquartered in Delaware. Our principal non-bank
subsidiary is our investment bank subsidiary, J.P. Morgan Securities Inc.
("JPMorgan Securities").

Our activities are internally organized for management reporting purposes, into
five major businesses: Investment Bank, Investment Management & Private Banking,
Treasury & Securities Services, JPMorgan Partners and Chase Financial Services.
We have presented a brief description of these businesses below.

INVESTMENT BANK

The Investment Bank includes our securities underwriting and financial advisory,
trading, mergers and acquisitions advisory and corporate lending and syndication
business.

INVESTMENT MANAGEMENT & PRIVATE BANKING

Investment Management & Private Banking includes our asset management
businesses, including our mutual funds; our institutional money management and
cash management business; and our private bank, which provides wealth management
solutions for a global client base of high net worth individuals and families.

TREASURY & SECURITIES SERVICES

Treasury & Securities Services is a recognized leader in information and
transaction processing services, moving trillions of dollars daily in securities
and cash for its wholesale clients. Treasury & Securities Services includes our
custody, cash management and trust and other fiduciary services businesses.

JPMORGAN PARTNERS

JPMorgan Partners is one of the world's largest and most diversified private
equity investment firms with total funds under management of approximately $20
billion.

CHASE FINANCIAL SERVICES

Chase Financial Services serves more than 30 million consumers, small businesses
and middle-market companies across the United States. Chase Financial Services
offers a wide range of financial products and services, including consumer
banking, credit cards, mortgage services and consumer finance services, through
a diverse array of distribution channels, including the internet and branch and
ATM networks.

                                       S-3
<PAGE>

                           CERTAIN TERMS OF THE NOTES

The following description of the particular terms of our 4.00% Notes due 2008
supplements the description of the general terms of the debt securities set
forth under the headings "Description of Debt Securities -- General" and
"Description of Debt Securities -- Senior Debt Securities" in the attached
prospectus. Capitalized terms used but not defined in this prospectus supplement
have the meanings assigned in the attached prospectus or the senior indenture
referred to in the attached prospectus.

The notes offered by this prospectus supplement will be issued under the senior
indenture and will be initially limited to $1,000,000,000 aggregate principal
amount. The notes are a series of senior debt securities referred to in the
attached prospectus. The notes will mature on February 1, 2008. We have the
right to issue additional notes in the future. Any such additional notes will
have the same terms as the notes being offered but may be offered at a different
offering price than the notes being offered. If issued, these additional notes
will become part of the same series as the notes being offered.

The notes bear interest at the annual rate of 4.00%. Interest on the notes being
offered will accrue from January 30, 2003. We will pay interest on the notes
semi-annually in arrears on February 1 and August 1 of each year, beginning
August 1, 2003. Interest will be paid to the persons in whose names the notes
are registered at the close of business on the preceding January 15 and July 15.

We will make all principal and interest payments on the notes in immediately
available funds. All sales of the notes, including secondary market sales, will
settle in immediately available funds.

We cannot redeem the notes prior to their maturity. No sinking fund is provided
for the notes.

The notes may be issued in denominations of $1,000 and integral multiples of
$1,000. The notes will be represented by one or more permanent global notes
registered in the name of DTC or its nominee, as described under "Book-Entry
Issuance" in the attached prospectus.

Investors may elect to hold interests in the notes outside the United States
through Clearstream Banking, Societe Anonyme ("Clearstream") or Euroclear Bank
S.A./N.V., as operator of Euroclear System ("Euroclear"), if they are
participants in those systems, or indirectly through organizations that are
participants in those systems.

Clearstream and Euroclear will hold interests on behalf of their participants
through customers' securities accounts in Clearstream's and Euroclear's names on
the books of their respective depositaries. Those depositaries in turn hold
those interests in customers' securities accounts in the depositaries' names on
the books of DTC. JPMorgan Chase Bank will act as depositary for each of
Clearstream and Euroclear.

                                       S-4
<PAGE>

                    CERTAIN UNITED STATES FEDERAL INCOME TAX
                   CONSEQUENCES TO NON-UNITED STATES PERSONS

The following is a summary of certain United States federal income tax
consequences as of the date of this prospectus supplement regarding the
purchase, ownership and disposition of the notes. Except where noted, this
summary deals only with notes that are held as capital assets by a non-United
States holder who purchases those notes upon original issuance at their initial
offering price.

A "non-United States holder" means a person that is not any of the following:

- - a citizen or resident of the United States;

- - a corporation or partnership created or organized in or under the laws of the
  United States or any political subdivision thereof;

- - an estate the income of which is subject to United States federal income
  taxation regardless of its source; or

- - a trust (1) if a court within the United States is able to exercise primary
  supervision over its administration and one or more United States persons, as
  defined in Section 7701(a)(30) of the Internal Revenue Code, have the
  authority to control all of its substantial decisions, or (2) that has a valid
  election in effect under applicable United States Treasury regulations to be
  treated as a United States person.

If a partnership holds our notes, the tax treatment of a partner will generally
depend upon the status of the partner and the activities of the partnership. If
you are a partner of a partnership holding our notes, you should consult your
tax advisors.

This summary is based upon provisions of the Internal Revenue Code, and
regulations, rulings and judicial decisions as of the date hereof. Those
authorities may be changed, perhaps retroactively, so as to result in United
States federal income tax consequences different from those summarized below.
This summary does not represent a detailed description of the federal income tax
consequences to you in light of your particular circumstances. In addition, it
does not represent a detailed description of the United States federal income
tax consequences applicable to you if you are subject to special treatment under
the United States federal income tax laws (including if you are a United States
expatriate, "controlled foreign corporation", "passive foreign investment
company" or "foreign personal holding company"). We cannot assure you that a
change in law will not alter significantly the tax considerations that we
describe in this summary.

IF YOU ARE CONSIDERING THE PURCHASE OF NOTES, YOU SHOULD CONSULT YOUR OWN TAX
ADVISORS CONCERNING THE PARTICULAR UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
TO YOU OF THE OWNERSHIP OF THE NOTES, AS WELL AS THE CONSEQUENCES TO YOU ARISING
UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION.

UNITED STATES FEDERAL WITHHOLDING TAX

The 30% United States federal withholding tax will not apply to any payment of
principal or interest on the notes owned by a non-United States holder under the
"portfolio interest rule," provided that:

- - interest paid on the notes is not effectively connected with your conduct of a
  trade or business in the United States;

- - you do not actually or constructively own 10% or more of the total combined
  voting power of all classes of our voting stock within the meaning of the
  Internal Revenue Code and United States Treasury regulations;

- - you are not a bank whose receipt of interest on the notes is described in
  Section 881(c)(3)(A) of the Internal Revenue Code; and

- - either (a) you provide your name and address on an IRS Form W-8BEN (or other
  applicable form), and certify, under penalties of perjury, that you are not a
  United States person or (b) you hold your notes through certain foreign
  intermediaries and satisfy the certification requirements of applicable United
  States Treasury regulations.

Special certification rules apply to certain non-United States holders that are
entities rather than individuals.

If you cannot satisfy the requirements described above, payments of interest
made to you will be subject to the 30% United States federal withhold-

                                       S-5
<PAGE>

ing tax, unless you provide us with a properly executed:

- - IRS Form W-8BEN (or other applicable form) claiming an exemption from, or
  reduction in, withholding under the benefit of a tax treaty; or

- - IRS Form W-8ECI (or successor form) stating that interest paid on the notes is
  not subject to withholding tax because it is effectively connected with your
  conduct of a trade or business in the United States (as discussed below under
  "-- United States Federal Income Tax").

The 30% United States federal withholding tax generally will not apply to any
gain that you realize on the sale, exchange, retirement or other disposition of
notes.

UNITED STATES FEDERAL INCOME TAX

If you are engaged in a trade or business in the United States and interest on
the notes is effectively connected with the conduct of that trade or business,
you will be subject to United States federal income tax on that interest on a
net income basis (although exempt from the 30% withholding tax, provided certain
certification and disclosure requirements discussed above under "-- United
States Federal Withholding Tax" are satisfied), in the same manner as if you
were a United States person, as defined in Section 7701(a)(30) of the Internal
Revenue Code. In addition, if you are a foreign corporation, you may be subject
to a branch profits tax equal to 30% (or lower applicable treaty rate) of your
earnings and profits for the taxable year, subject to adjustments.

Any gain realized on the disposition of a note generally will not be subject to
United States federal income tax unless:

- - the gain is effectively connected with your conduct of a trade or business in
  the United States; or

- - you are an individual who is present in the United States for 183 days or more
  in the taxable year of that disposition, and certain other conditions are met.

UNITED STATES FEDERAL ESTATE TAX

Your estate will not be subject to United States federal estate tax on notes
beneficially owned by you at the time of your death, provided that any payment
to you on the notes would be eligible for exemption from the 30% federal
withholding tax under the rules described above under "-- United States Federal
Withholding Tax" without regard to the statement requirement in the fourth
bullet point.

INFORMATION REPORTING AND BACKUP WITHHOLDING

Information reporting will generally apply to payments of interest and the
amount of tax, if any, withheld with respect to such payments to you. Copies of
the information returns reporting such interest payments and any withholding may
also be made available to the tax authorities in the country in which you reside
under the provisions of an applicable income tax treaty.

In general, no backup withholding will be required regarding payments that we
make to you provided that we do not have actual knowledge or reason to know that
you are a United States person, as defined in Section 7701(a)(30) of the
Internal Revenue Code, and we have received from you the statement described
above in the fourth bullet point under "-- United States Federal Withholding
Tax."

In addition, information reporting and, depending on the circumstances, backup
withholding will be required regarding the proceeds of the sale of a note made
within the United States or conducted through United States related financial
intermediaries, unless the payor receives the statement described above and does
not have actual knowledge or reason to know that you are a United States person,
as defined in Section 7701(a)(30) of the Internal Revenue Code, or you otherwise
establish an exemption.

Any amounts withheld under the backup withholding rules will be allowed as a
refund or a credit against your United States federal income tax liability
provided the required information is furnished to the Internal Revenue Service.

                                       S-6
<PAGE>

                                  UNDERWRITING

We and the underwriters named below have entered into an underwriting agreement
relating to the offer and sale of the notes. In the underwriting agreement, we
have agreed to sell to each underwriter severally, and each underwriter has
agreed severally to purchase from us, the principal amount of notes that appears
opposite the name of that underwriter below:

<Table>
<Caption>
UNDERWRITER                                                   PRINCIPAL AMOUNT
- -----------                                                   ----------------
<S>                                                           <C>
J.P. Morgan Securities Inc. ................................   $  900,000,000
Bear, Stearns & Co. Inc. ...................................       40,000,000
Keefe, Bruyette & Woods, Inc. ..............................       20,000,000
Loop Capital Markets, LLC...................................       20,000,000
Sandler O'Neill & Partners, L.P. ...........................       20,000,000
                                                               --------------
          Total.............................................   $1,000,000,000
                                                               ==============
</Table>

The obligations of the underwriters under the underwriting agreement, including
their agreement to purchase the notes from us, are several and not joint. Those
obligations are also subject to the satisfaction of certain conditions in the
underwriting agreement. The underwriters have agreed to purchase all of the
notes if any of them are purchased.

The underwriters have advised us that they propose to offer the notes to the
public at the public offering price that appears on the cover page of this
prospectus supplement. The underwriters may offer such notes to selected dealers
at the public offering price minus a selling concession of up to 0.200% of the
principal amount. In addition, the underwriters may allow, and those selected
dealers may reallow, a selling concession of up to 0.125% of the principal
amount to certain other dealers. After the initial public offering, the
underwriters may change the public offering price and any other selling terms.

In the underwriting agreement, we have agreed that:

- - we will pay our expenses related to this offering, which we estimate will be
  $75,000; and

- - we will indemnify the underwriters against certain liabilities, including
  liabilities under the Securities Act of 1933.

There is currently no established public trading market for the notes. In
addition, we have not applied and do not intend to apply to list the notes on
any securities exchange or to have the notes quoted on a quotation system. The
underwriters have advised us that they intend to make a market in the notes.
However, they are not obligated to do so and may discontinue any market-making
in the notes at any time in their sole discretion. Therefore, we cannot assure
you that a liquid trading market for the notes will develop, that you will be
able to sell your notes at a particular time or that the price you receive when
you sell will be favorable.

JPMorgan Securities will make the notes available for distribution on the
Internet through a proprietary Web site and/or a third-party system operated by
Market Axess Inc., an Internet-based communications technology provider. Market
Axess Inc. is providing the system as a conduit for communications between
JPMorgan Securities and its customers and is not a party to any transactions.
Market Axess Inc., a registered broker-dealer, will receive compensation from
JPMorgan Securities based on transactions JPMorgan Securities conducts through
the system. JPMorgan Securities will make the notes available to its customers
through the Internet distributions, whether made through a proprietary or
third-party system, on the same terms as distributions made through other
channels.

We own directly or indirectly all the outstanding equity securities of JPMorgan
Securities. The underwriting arrangements for this offering comply with the
requirements of Rule 2720 of the Conduct Rules of the NASD regarding an NASD
member firm's underwriting of securities of an affiliate. In accordance with
Rule 2720, no underwriter may make sales in this offering to any discretionary
account without the prior approval of the customer.

Our affiliates, including JPMorgan Securities, may use this prospectus
supplement and the attached prospectus in connection with offers and

                                       S-7
<PAGE>

sales of the notes in the secondary market. These affiliates may act as
principal or agent in those transactions. Secondary market sales will be made at
prices related to market prices at the time of sale.

In connection with this offering of the notes, the underwriters may engage in
overallotment, stabilizing transactions and syndicate covering transactions in
accordance with Regulation M under the Securities Exchange Act of 1934.
Overallotment involves sales in excess of the offering size, which create a
short position for the underwriters. Stabilizing transactions involve bids to
purchase the notes in the open market for the purpose of pegging, fixing or
maintaining the price of the notes. Syndicate covering transactions involve
purchases of the notes in the open market after the distribution has been
completed in order to cover short positions. Stabilizing transactions and
syndicate covering transactions may cause the price of the notes to be higher
than it would otherwise be in the absence of those transactions. If the
underwriters engage in stabilizing or syndicate covering transactions, they may
discontinue them at any time.

Certain of the underwriters engage in transactions with and perform services for
us and our subsidiaries in the ordinary course of business.

We will deliver the notes to the underwriters at the closing of this offering
when the underwriters pay us the purchase price for the notes.

                                    EXPERTS

The financial statements of JPMorgan Chase incorporated in this prospectus
supplement by reference to its Annual Report on Form 10-K for the year ended
December 31, 2001 have been incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in auditing and accounting.

                                 LEGAL OPINIONS

Simpson Thacher & Bartlett, New York, New York, will deliver an opinion for us
regarding the validity of the notes. Cravath, Swaine & Moore, New York, New
York, will provide a similar opinion for the underwriters. Cravath, Swaine &
Moore has represented and continues to represent us and our subsidiaries in a
substantial number of matters on a regular basis.

                                       S-8
<PAGE>

                              [JPMorganChase Logo]

                            J.P. MORGAN CHASE & CO.

                                DEBT SECURITIES
                                PREFERRED STOCK
                               DEPOSITARY SHARES
                                  COMMON STOCK
                                    WARRANTS

                            ------------------------

     WE WILL PROVIDE SPECIFIC TERMS OF THE ABOVE SECURITIES IN SUPPLEMENTS TO
THIS PROSPECTUS.
YOU SHOULD READ THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT CAREFULLY BEFORE
YOU INVEST.

                            ------------------------

     THESE SECURITIES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER FEDERAL
AGENCY.

                            ------------------------

     THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAVE THESE ORGANIZATIONS
DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

                            ------------------------

                   THIS PROSPECTUS IS DATED OCTOBER 31, 2001
<PAGE>

                                    SUMMARY

This summary highlights selected information from this document and may not
contain all of the information that is important to you. To understand the terms
of our securities, you should carefully read:

- - this prospectus, which explains the general terms of the securities we may
  offer;

- - the attached prospectus supplement, which gives the specific terms of the
  particular securities we are offering and may change or update information in
  this prospectus; and

- - the documents we have referred you to in "Where You Can Find More Information
  About J.P. Morgan Chase" on page 5 for information about our company and our
  financial statements.

Certain capitalized terms used in this summary are defined elsewhere in this
prospectus.

                            J.P. MORGAN CHASE & CO.

J.P. Morgan Chase & Co. ("J.P. Morgan Chase," which may be referred to as "we"
or "us") is a financial holding company incorporated under Delaware law in 1968.
As of September 30, 2001, we had approximately $799 billion in assets and
approximately $42 billion in stockholders' equity.

                          THE SECURITIES WE MAY OFFER

This prospectus is part of a registration statement (No. 333-71876) (the
"registration statement") that we filed with the SEC utilizing a "shelf"
registration process. Under this shelf process, we may offer from time to time
up to a total of $25,503,535,414 of any of the following securities, either
separately or in units:

- - debt;

- - preferred stock;

- - depositary shares;

- - common stock; and

- - warrants.

This prospectus provides you with a general description of the securities we may
offer. Each time we offer securities, we will provide you with a prospectus
supplement that will describe the specific amounts, prices and terms of the
securities being offered. The prospectus supplement may also add to, update or
change information contained in this prospectus.

DEBT SECURITIES

We may use this prospectus and an applicable prospectus supplement to offer our
unsecured general obligations, which may be senior or subordinated. The senior
debt securities will have the same rank as all of our other unsecured,
unsubordinated debt. The subordinated debt securities will be entitled to
payment only after payment on our "Senior Indebtedness," which includes the
senior debt securities. In addition, under certain circumstances relating to our
dissolution, winding-up, liquidation or reorganization, the subordinated debt
securities will be entitled to payment only after the payment of claims relating
to "Additional Senior Obligations." For the definitions of Senior Indebtedness
and Additional Senior Obligations, see "Description of Debt
Securities -- Subordinated Debt Securities -- Subordination" below.

The senior debt securities will be issued under an indenture, dated as of
December 1, 1989, as amended, between us and Bankers Trust Company, as trustee.
The subordinated debt securities will be issued under an indenture, as amended
and restated as of December 15, 1992, as amended, between us and U.S. Bank Trust
National Association, as trustee. We have summarized certain general features of
the debt securities from the indentures. We encourage you to read the
indentures, which are exhibits to the registration statement, and our recent
periodic and current reports filed with the SEC. Directions on how you can get
copies of these reports are provided on page 5 of this prospectus.

We are a holding company that conducts substantially all of our operations
through subsidiaries. As a result, claims of the holders of the debt securities
will generally have a junior position to claims of creditors of our
subsidiaries, except to the extent that J.P. Morgan Chase may be recognized, and
receives payment, as a creditor of those subsidiaries. Claims of our
subsidiaries' creditors other than J.P. Morgan Chase include substantial amounts
of long-term debt, deposit liabilities, federal funds purchased, securities sold

                                        2
<PAGE>

under repurchase agreements, commercial paper and other short-term borrowings.

GENERAL INDENTURE PROVISIONS THAT APPLY TO THE
SENIOR DEBT SECURITIES AND THE SUBORDINATED DEBT SECURITIES

- - Each indenture allows us to issue different types of debt securities,
  including indexed securities.

- - Neither of the indentures limits the amount of debt that we may issue or
  provides you with any protection should there be a highly leveraged
  transaction, recapitalization or restructuring involving J.P. Morgan Chase.

- - The indentures allow us to merge or consolidate with another company, or to
  sell all or substantially all of our assets to another company. If one of
  these events occurs, the other company will be required to assume our
  responsibilities relating to the debt securities, and we will be released from
  all liabilities and obligations.

- - The indentures provide that holders of a majority of the total principal
  amount of outstanding debt securities of any series may vote to change certain
  of our obligations or certain of your rights concerning the debt securities of
  that series. However, to change the amount or timing of principal, interest or
  other payments under the debt securities of a series, every holder in the
  series must consent.

- - If an event of default (as described below) occurs with respect to any series
  of debt securities, the trustee or holders of 25% of the outstanding principal
  amount of that series may declare the principal amount of the series
  immediately payable. However, holders of a majority of the principal amount
  may rescind this action.

GENERAL INDENTURE PROVISIONS THAT APPLY
ONLY TO SENIOR DEBT SECURITIES

We have agreed in the indenture applicable to the senior debt securities, which
we refer to as the "senior indenture," that we and our subsidiaries will not
sell the voting stock of The Chase Manhattan Bank ("Chase Bank"), and that Chase
Bank will not issue its voting stock, unless the sale or issuance is for fair
market value and we and our subsidiaries would own at least 80% of the voting
stock of Chase Bank following the sale or issuance. This covenant would not
prevent us from completing a merger, consolidation or sale of substantially all
of our assets. In addition, this covenant would not prevent the merger or
consolidation of Chase Bank into another domestic bank if J.P. Morgan Chase and
its subsidiaries would own at least 80% of the voting stock of the successor
entity after the merger or consolidation. We currently expect that our
wholly-owned subsidiary, Morgan Guaranty Trust Company of New York ("Morgan
Bank") will merge with Chase Bank on November 10, 2001 and that, following
completion of the merger, Chase Bank will change its name to "JPMorgan Chase
Bank." All references in this document to Chase Bank will also refer to JPMorgan
Chase Bank after the merger on November 10, 2001.

If we satisfy certain conditions in the senior indenture, we may discharge that
indenture at any time by depositing with the trustee sufficient funds or
government obligations to pay the senior debt securities when due.

Events of Default.  The senior indenture provides that the following are events
of default:

- - We fail to pay interest for 30 days after the due date.
- - We fail to pay principal or premium when due.
- - We fail to make a sinking fund payment within 5 days after due date.
- - We breach any other covenant and that breach continues for 60 days after
  notice.
- - We default in paying principal when due on J.P. Morgan Chase debt, including
  senior debt securities of other series, having an aggregate principal amount
  of more than $25,000,000, and the default is not rescinded within 30 days
  after notice.
- - More than $25,000,000 aggregate principal amount of J.P. Morgan Chase debt,
  including senior debt securities of other series, is accelerated and the
  acceleration is not rescinded within 30 days after notice.
- - Specified bankruptcy or insolvency events occur.
- - Any other event of default specified in the prospectus supplement occurs.

GENERAL INDENTURE PROVISIONS THAT APPLY
ONLY TO SUBORDINATED DEBT SECURITIES

The subordinated debt securities will be subordinated to all "Senior
Indebtedness," which includes all indebtedness for money borrowed by us, except
indebtedness that is stated not to be superior to,
                                        3
<PAGE>

or to have the same rank as, the subordinated debt securities.

Upon our dissolution, winding-up, liquidation or reorganization, creditors
holding "Additional Senior Obligations" would also be entitled to full payment
before we could distribute any amounts to holders of the subordinated debt
securities. Additional Senior Obligations include indebtedness for claims under
derivative products, including interest and foreign exchange and commodity
contracts, but exclude claims under Senior Indebtedness or claims under
subordinated obligations.

At September 30, 2001, approximately $48.6 billion of Senior Indebtedness and
Additional Senior Obligations were outstanding.

Events of Default.  The indenture for the subordinated debt securities, which we
refer to as the "subordinated indenture," provides that the following are events
of default:

- - Specified bankruptcy or insolvency events occur.

- - Any other event of default specified in the prospectus supplement occurs.

PREFERRED STOCK AND DEPOSITARY SHARES

We may use this prospectus and an applicable prospectus supplement to offer our
preferred stock, par value $1 per share, in one or more series. We will
determine the dividend, voting, conversion and other rights of the series being
offered, and the terms and conditions relating to the offering and sale of the
series, at the time of the offer and sale. We may also issue fractional shares
of preferred stock that will be represented by depositary shares and depositary
receipts.

COMMON STOCK

We may use this prospectus and an applicable prospectus supplement to offer our
common stock, par value $1 per share. Subject to the rights of holders of our
preferred stock, holders of our common stock are entitled to receive dividends
when declared by our board of directors (which may also refer to a board
committee). Each holder of common stock is entitled to one vote per share. The
holders of common stock have no preemptive rights or cumulative voting rights.

WARRANTS

We may use this prospectus and an applicable prospectus supplement to offer
warrants for the purchase of debt securities, preferred stock or common stock,
which we refer to as "securities warrants." We may also offer warrants for the
cash value in U.S. dollars of the right to purchase or sell foreign or composite
currencies, which we refer to as "currency warrants." We may issue warrants
independently or together with other securities.

                                        4
<PAGE>

                CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
                   AND PREFERRED STOCK DIVIDEND REQUIREMENTS

Our consolidated ratios of earnings to fixed charges and our consolidated ratios
of earnings to combined fixed charges and preferred stock dividend requirements
are as follows:

<Table>
<Caption>
                                               NINE MONTHS           YEAR ENDED DECEMBER 31,
                                           ENDED SEPTEMBER 30,   --------------------------------
                                                  2001           2000   1999   1998   1997   1996
                                           -------------------   ----   ----   ----   ----   ----
<S>                                        <C>                   <C>    <C>    <C>    <C>    <C>
Earnings to Fixed Charges:
  Excluding Interest on Deposits.........         1.27           1.52   1.93   1.46   1.53   1.50
  Including Interest on Deposits.........         1.17           1.31   1.54   1.29   1.33   1.29
Earnings to Combined Fixed Charges and
  Preferred Stock Dividend Requirements:
  Excluding Interest on Deposits.........         1.27           1.51   1.90   1.45   1.51   1.47
  Including Interest on Deposits.........         1.17           1.31   1.53   1.28   1.32   1.28
</Table>

For purposes of computing the above ratios, earnings represent net income from
continuing operations plus total taxes based on income and fixed charges. Fixed
charges, excluding interest on deposits, include interest expense (other than on
deposits), one-third (the proportion deemed representative of the interest
factor) of rents, net of income from subleases, and capitalized interest. Fixed
charges, including interest on deposits, include all interest expense, one-third
(the proportion deemed representative of the interest factor) of rents, net of
income from subleases, and capitalized interest.

                      WHERE YOU CAN FIND MORE INFORMATION
                            ABOUT J.P. MORGAN CHASE

We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's web site at http://www.sec.gov.

The SEC allows us to "incorporate by reference" into this prospectus the
information in documents we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and later information that we file with the SEC will update and
supersede this information.

We incorporate by reference (i) the documents listed below and (ii) any future
filings we make with the SEC after the date of this prospectus under Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our
offering is completed:

          (a) Our Annual Report on Form 10-K for the year ended December 31,
     2000;

          (b) Our Quarterly Reports on Form 10-Q for the quarters ended March
     31, 2001 and June 30, 2001;

          (c) Our Current Reports on Form 8-K filed on January 4, 2001, January
     24, 2001, January 31, 2001, April 5, 2001, April 27, 2001, June 6, 2001,
     July 20, 2001 and October 19, 2001; and

          (d) The descriptions of our common stock and preferred stock contained
     in our registration statements filed under Section 12 of the Securities
     Exchange Act of 1934 and any amendment or report filed for the purpose of
     updating that description.

You may request a copy of these filings, at no cost, by writing to or
telephoning us at the following address:

     Office of the Secretary
     J.P. Morgan Chase & Co.
     270 Park Avenue
     New York, NY 10017
     212-270-4040

YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH ANY OTHER INFORMATION. WE ARE NOT MAKING AN OFFER OF SECURITIES
IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS, THE PROSPECTUS SUPPLEMENT OR ANY DOCUMENT
INCORPORATED BY REFERENCE IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THE APPLICABLE DOCUMENT.

                                        5
<PAGE>

                            J.P. MORGAN CHASE & CO.

J.P. Morgan Chase is a financial holding company incorporated under Delaware law
in 1968. As of September 30, 2001, we had approximately $799 billion in assets
and approximately $42 billion in stockholders' equity.

We are a global financial services firm with operations in over 60 countries.
Our principal bank subsidiaries are Chase Bank and Morgan Bank, each of which is
a New York banking corporation headquartered in New York City; and Chase
Manhattan Bank USA, National Association ("Chase USA"), headquartered in
Delaware. Our principal non-bank subsidiary is our investment bank subsidiary,
J.P. Morgan Securities Inc. ("J.P. Morgan Securities"). We currently expect
Chase Bank to merge with Morgan Bank on November 10, 2001 and that, following
completion of the merger, Chase Bank will change its name to "JPMorgan Chase
Bank". All references in this prospectus to Chase Bank will also refer to
JPMorgan Chase Bank after the merger on November 10, 2001.

Our activities are internally organized, for management reporting purposes, into
five major businesses: Investment Bank, Investment Management & Private Banking,
Treasury & Securities Services, JPMorgan Partners and Retail & Middle Market
Financial Services. We have presented a brief description of those businesses
below.

INVESTMENT BANK

The Investment Bank includes our securities underwriting and financial advisory,
trading, mergers and acquisitions advisory and corporate lending and syndication
businesses.

INVESTMENT MANAGEMENT & PRIVATE BANKING

Investment Management & Private Banking includes our asset management
businesses, including our mutual funds; our institutional money management and
cash management businesses; and our private bank, which provides wealth
management solutions for a global client base of high net worth individuals and
families.

TREASURY & SECURITIES SERVICES

Treasury & Securities Services is a recognized leader in information and
transaction processing services, moving trillions of dollars daily in securities
and cash for its wholesale clients. Treasury & Securities Services includes our
custody, cash management, and trust and other fiduciary services businesses.

JPMORGAN PARTNERS

JPMorgan Partners is one of the world's largest and most diversified private
equity investment firms with total funds under management of approximately $20
billion.

RETAIL & MIDDLE MARKET FINANCIAL SERVICES

Retail & Middle Market Financial Services serves more than 30 million consumers,
small businesses and middle-market customers nationwide. Retail & Middle Market
Financial Services offers a wide range of financial products and services,
including consumer banking, credit cards, mortgage services and consumer finance
services, through a diverse array of distribution channels, including the
internet and branch and ATM networks.

                                USE OF PROCEEDS

Unless otherwise specified in the applicable prospectus supplement, we will use
the net proceeds we receive from the sale of the securities offered by this
prospectus and the applicable prospectus supplement for general corporate
purposes. General corporate purposes may include the repayment of debt,
investments in or extensions of credit to our subsidiaries, redemption of
preferred stock, or the financing of possible acquisitions or business
expansion. We may invest the net proceeds temporarily or apply them to repay
short-term debt until we are ready to use them for their stated purpose.

                         DESCRIPTION OF DEBT SECURITIES

GENERAL

We have described below some general terms that may apply to the debt securities
we may offer by use of this prospectus and an applicable prospectus supplement.
We will describe the particular terms of any debt securities we offer to you in
the prospectus supplement relating to those debt securities.

The debt securities will be either senior debt securities or subordinated debt
securities. We will
                                        6
<PAGE>

issue the senior debt securities under the senior indenture referred to above
between us and Bankers Trust Company, as trustee. We will issue the subordinated
debt securities under the subordinated indenture between us and U.S. Bank Trust
National Association, as trustee.

The following summary is not complete. You should refer to the indentures,
copies of which are exhibits to the registration statement. Section references
below are to the sections of the applicable indenture.

Neither of the indentures limits the amount of debt securities that we may
issue. Each of the indentures provides that we may issue debt securities up to
the principal amount we authorize from time to time. The senior debt securities
will be unsecured and will have the same rank as all of our other unsecured and
unsubordinated debt. The subordinated debt securities will be unsecured and will
be subordinated and junior to all Senior Indebtedness as defined below under
"-- Subordinated Debt Securities -- Subordination". In addition, under certain
circumstances relating to our dissolution, winding-up, liquidation or
reorganization, the subordinated debt securities will be junior to all
Additional Senior Obligations, as defined and to the extent set forth below
under "-- Subordinated Debt Securities -- Subordination".

We are a holding company that conducts substantially all of our operations
through subsidiaries. As a result, claims of the holders of the debt securities
will generally have a junior position to claims of creditors of our
subsidiaries, except to the extent that J.P. Morgan Chase is recognized, and
receives payment, as a creditor of those subsidiaries. Claims of our
subsidiaries' creditors other than J.P. Morgan Chase include substantial amounts
of long-term debt, deposit liabilities, federal funds purchased, securities sold
under repurchase agreements, commercial paper and other short-term borrowings.

We may issue the debt securities in one or more separate series of senior debt
securities and/or subordinated debt securities. We will specify in the
prospectus supplement relating to the particular series of debt securities being
offered the particular amounts, prices and terms of those debt securities. These
terms may include:

- - the title and type of the debt securities;

- - any limit on the aggregate principal amount or aggregate initial offering
  price of the debt securities;

- - the purchase price of the debt securities;

- - the dates on which the principal of the debt securities will be payable and
  the amount payable upon acceleration;

- - the interest rates of the debt securities, including the interest rates, if
  any, applicable to overdue payments, or the method for determining those
  rates, and the interest payment dates for the debt securities;

- - the places where payments may be made on the debt securities;

- - any mandatory or optional redemption provisions applicable to the debt
  securities;

- - any sinking fund or similar provisions applicable to the debt securities;

- - the authorized denominations of the debt securities, if other than $1,000 and
  integral multiples of $1,000;

- - if denominated in a currency other than U.S. dollars, the currency or
  currencies, including the euro or composite currencies, in which payments on
  the debt securities will be payable (which currencies may be different for
  principal, premium and interest payments);

- - any conversion or exchange provisions applicable to the debt securities;

- - any events of default applicable to the debt securities not described in this
  prospectus; and

- - any other specific terms of the debt securities.

We may issue some of the debt securities as original issue discount debt
securities. Original issue discount debt securities will bear no interest or
will bear interest at a below-market rate and will be sold at a discount below
their stated principal amount. The prospectus supplement will contain any
special tax, accounting or other information relating to original issue discount
debt securities. If we offer other kinds of debt securities, including debt
securities linked to an index or payable in currencies other than U.S. dollars,
the

                                        7
<PAGE>

prospectus supplement relating to those debt securities will also contain any
special tax, accounting or other information relating to those debt securities.

We will issue the debt securities only in registered form without coupons. The
indentures permit us to issue debt securities of a series in certificated form
or in permanent global form. You will not be required to pay a service charge
for any transfer or exchange of debt securities, but we may require payment of
any taxes or other governmental charges.

We will pay principal of, and premium, if any, and interest, if any, on the debt
securities at the corporate trust office of Chase Bank in New York City. You may
also make transfers or exchanges of debt securities at that location. We also
have the right to pay interest on any debt securities by check mailed to the
registered holders of the debt securities at their registered addresses. In
connection with any payment on a debt security, we may require the holder to
certify information to J.P. Morgan Chase. In the absence of that certification,
we may rely on any legal presumption to enable us to determine our
responsibilities, if any, to deduct or withhold taxes, assessments or
governmental charges from the payment.

Neither of the indentures limits our ability to enter into a highly leveraged
transaction or provides you with any special protection in the event of such a
transaction. In addition, neither of the indentures provides special protection
in the event of a sudden and dramatic decline in our credit quality resulting
from a takeover, recapitalization or similar restructuring of J.P. Morgan Chase.

We may issue debt securities upon the exercise of securities warrants or upon
exchange or conversion of exchangeable or convertible debt securities. The
prospectus supplement will describe the specific terms of any of those
securities warrants or exchangeable or convertible securities. It will also
describe the specific terms of the debt securities issuable upon the exercise,
exchange or conversion of those securities. See "Description of Securities
Warrants" below.

SENIOR DEBT SECURITIES

The senior debt securities will be direct, unsecured general obligations of J.P.
Morgan Chase, will constitute Senior Indebtedness of J.P. Morgan Chase, and will
have the same rank as our other Senior Indebtedness. For a definition of "Senior
Indebtedness," see "-- Subordinated Debt Securities -- Subordination" below.

Limitation on Disposition of Stock of Chase Bank. The senior indenture contains
a covenant by us that, so long as any of the senior debt securities are
outstanding, neither we nor any Intermediate Subsidiary (as defined below) will
dispose of any shares of voting stock of Chase Bank, or any securities
convertible into, or options, warrants or rights to purchase shares of voting
stock of Chase Bank, except to J.P. Morgan Chase or an Intermediate Subsidiary.
In addition, the covenant provides that neither we nor any Intermediate
Subsidiary will permit Chase Bank to issue any shares of its voting stock, or
securities convertible into, or options, warrants or rights to purchase shares
of its voting stock, nor will we permit any Intermediate Subsidiary to cease to
be an Intermediate Subsidiary.

The above covenant is subject to our rights in connection with a consolidation
or merger of J.P. Morgan Chase with or into another person or a sale of our
assets. The covenant also will not apply if both:

          (1) the disposition in question is made for fair market value, as
     determined by the board of directors of J.P. Morgan Chase or the
     Intermediate Subsidiary; and

          (2) after giving effect to the disposition, we and any one or more of
     our Intermediate Subsidiaries will collectively own at least 80% of the
     issued and outstanding voting stock of Chase Bank or any successor to Chase
     Bank, free and clear of any security interest.

The above covenant also does not restrict Chase Bank from being consolidated
with or merged into another domestic banking corporation, if after the merger or
consolidation, (A) J.P. Morgan Chase, or its successor, and any one or more
Intermediate Subsidiaries own at least 80% of the voting stock of the resulting
bank and (B) no event of default, and no event which, after notice or lapse of
time or both, would become an event of default, shall have happened and be
continuing.

The senior indenture defines an "Intermediate Subsidiary" as a subsidiary (1)
that is organized under the laws of any domestic jurisdiction and (2) of which
all the shares of capital stock, and

                                        8
<PAGE>

all securities convertible into, and options, warrants and rights to purchase
shares of capital stock, are owned directly by J.P. Morgan Chase, free and clear
of any security interest. As used above, "voting stock" means a class of stock
having general voting power under ordinary circumstances irrespective of the
happening of a contingency. The above covenant would not prevent Chase Bank from
engaging in a sale of assets to the extent otherwise permitted by the senior
indenture. (Section 1006)

Events of Default.  The senior indenture defines an event of default with
respect to any series of senior debt securities as any one of the following
events:

          (1) default in the payment of interest on any senior debt security of
     that series and continuance of that default for 30 days;

          (2) default in the payment of principal of, or premium, if any, on,
     any senior debt security of that series at maturity;

          (3) default in the deposit of any sinking fund payment and continuance
     of that default for five days;

          (4) failure by us for 60 days after notice to perform any of the other
     covenants or warranties in the senior indenture applicable to that series;

          (5) (A) failure by us to pay indebtedness for money borrowed by us,
     including senior debt securities of other series, in an aggregate principal
     amount exceeding $25,000,000, at the later of final maturity or the
     expiration of any applicable grace period or (B) acceleration of the
     maturity of any indebtedness for money borrowed by us, including senior
     debt securities of other series, in an aggregate principal amount exceeding
     $25,000,000, if that failure to pay or acceleration results from a default
     under the instrument giving rise to or securing the indebtedness for money
     borrowed by us and is not rescinded or annulled within 30 days after due
     notice, unless the default is contested in good faith by appropriate
     proceedings;

          (6) specified events of bankruptcy, insolvency or reorganization of
     J.P. Morgan Chase or Chase Bank; and

          (7) any other event of default specified with respect to senior debt
     securities of that series. (Section 501)

If any event of default with respect to senior debt securities of any series
occurs and is continuing, either the trustee or the holders of not less than 25%
in principal amount of the outstanding senior debt securities of that series may
declare the principal amount (or, if the senior debt securities of that series
are original issue discount senior debt securities, a specified portion of the
principal amount) of all senior debt securities of that series to be due and
payable immediately. No such declaration is required upon specified events of
bankruptcy. Subject to the conditions set forth in the indenture, the holders of
a majority in principal amount of the outstanding senior debt securities of that
series may annul the declaration and waive past defaults, except uncured payment
defaults and other specified defaults. (Sections 502 and 513)

We will describe in the prospectus supplement any particular provisions relating
to the acceleration of the maturity of a portion of the principal amount of
original issue discount senior debt securities upon an event of default.

The senior indenture requires the trustee, within 90 days after the occurrence
of a default known to it with respect to any outstanding series of senior debt
securities, to give the holders of that series notice of the default if uncured
or not waived. The trustee may withhold the notice if it determines in good
faith that the withholding of the notice is in the interest of those holders.
However, the trustee may not withhold the notice in the case of a payment
default. The trustee may not give the above notice until 60 days after the
occurrence of a default in the performance of a covenant in the senior
indenture, other than a covenant to make payment. The term "default" for the
purpose of this provision means any event that is, or after notice or lapse of
time or both would become, an event of default with respect to senior debt
securities of that series. (Section 602)

Other than the duty to act with the required standard of care during a default,
the trustee is not obligated to exercise any of its rights or powers under the
senior indenture at the request or direction of any of the holders of senior
debt securities, unless the holders have offered to the trustee reasonable
security or indemnity. The

                                        9
<PAGE>

senior indenture provides that the holders of a majority in principal amount of
outstanding senior debt securities of any series may direct the time, method and
place of conducting any proceeding for any remedy available to the trustee for
that series, or exercising any trust or other power conferred on the trustee.
However, the trustee may decline to act if the direction is contrary to law or
the senior indenture. (Section 512)

The senior indenture includes a covenant requiring us to file annually with the
trustee a certificate of no default, or specifying any default that exists.
(Section 1007)

Defeasance and Covenant Defeasance.  The senior indenture contains a provision
that, if made applicable to any series of senior debt securities, permits us to
elect:

- - defeasance, which would discharge us from all of our obligations (subject to
  limited exceptions) with respect to any senior debt securities of that series
  then outstanding, and/or

- - covenant defeasance, which would release us from our obligations under
  specified covenants and the consequences of the occurrence of an event of
  default resulting from a breach of those covenants or a cross-default.

To make either of the above elections, we must deposit in trust with the trustee
money and/or U.S. government obligations (as defined below) which through the
payment of principal and interest in accordance with their terms will provide
sufficient money, without reinvestment, to repay in full those senior debt
securities. As used in the senior indenture, "U.S. government obligations" are:

          (1) direct obligations of the United States or of an agency or
     instrumentality of the United States, in either case that are or are
     guaranteed as a full faith and credit obligation of the United States and
     that are not redeemable by the issuer; and

          (2) certain depositary receipts with respect to an obligation referred
     to in clause (1).

As a condition to defeasance or covenant defeasance, we must deliver to the
trustee an opinion of counsel that the holders of the senior debt securities
will not recognize income, gain, or loss for federal income tax purposes as a
result of the defeasance or covenant defeasance and will be subject to federal
income tax on the same amount, in the same manner and at the same times as would
have been the case if defeasance or covenant defeasance had not occurred. That
opinion, in the case of defeasance, but not covenant defeasance, must refer to
and be based upon a ruling received by us from the Internal Revenue Service or
published as a revenue ruling or upon a change in applicable federal income tax
law.

If we exercise our covenant defeasance option with respect to a particular
series of senior debt securities, then even if there were a default under the
related covenant, payment of those senior debt securities could not be
accelerated. We may exercise our defeasance option with respect to a particular
series of senior debt securities even if we previously had exercised our
covenant defeasance option. If we exercise our defeasance option, payment of
those senior debt securities may not be accelerated because of any event of
default. If we exercise our covenant defeasance option and an acceleration were
to occur, the realizable value at the acceleration date of the money and U.S.
government obligations in the defeasance trust could be less than the principal
and interest then due on those senior debt securities.

Modification of the Senior Indenture.  We and the trustee may modify the senior
indenture with the consent of the holders of not less than a majority in
principal amount of each series of outstanding senior debt securities affected
by the modification. However, without the consent of each affected holder, no
such modification may:

- - change the stated maturity of any senior debt security;

- - reduce the principal amount of, or premium, if any, on, any senior debt
  security;

- - reduce the rate of payment of interest on any senior debt security, or change
  other specified provisions relating to the yield of any senior debt security;

- - change the currency or currencies in which any senior debt security is
  payable;

                                        10
<PAGE>

- - reduce the percentage of holders of outstanding senior debt securities of any
  series required to consent to any modification, amendment or any waiver under
  the senior indenture; or

- - change the provisions in the senior indenture that relate to its modification
  or amendment. (Section 902)

We and the trustee may amend the senior indenture without the consent of the
holders of senior debt securities in the event we merge with another person, to
replace the trustee, to effect modifications that do not affect any outstanding
series of senior debt securities, and for other specified purposes.

Consolidation, Merger and Sale of Assets.  We may, without the consent of the
holders of any senior debt securities, consolidate or merge with any other
person or transfer or lease all or substantially all of our assets to another
person or permit another corporation to merge into J.P. Morgan Chase, provided
that:

          (1) the successor is a corporation organized under U.S. laws;

          (2) the successor, if not us, assumes our obligations on the senior
     debt securities and under the senior indenture;

          (3) after giving effect to the transaction, no event of default, and
     no event which, after notice or lapse of time or both, would become an
     event of default, shall have occurred and be continuing; and

          (4) other specified conditions are met. (Section 801)

SUBORDINATED DEBT SECURITIES

The subordinated debt securities will be direct, unsecured general obligations
of J.P. Morgan Chase. The subordinated debt securities will be subordinate and
junior in right of payment to all Senior Indebtedness and, in certain
circumstances described below relating to our dissolution, winding-up,
liquidation or reorganization, to all Additional Senior Obligations. The
subordinated indenture does not limit the amount of debt, including Senior
Indebtedness or Additional Senior Obligations, we may incur. As of September 30,
2001, Senior Indebtedness and Additional Senior Obligations totaled
approximately $48.6 billion.

Unless otherwise specified in the prospectus supplement, the maturity of the
subordinated debt securities will be subject to acceleration only upon our
bankruptcy or reorganization. See "-- Defaults and Waivers" below.

The holders of subordinated debt securities of a series that is specified to be
convertible into our common stock will be entitled as specified in the
applicable prospectus supplement to convert those convertible subordinated debt
securities into common stock, at the conversion price set forth in the
prospectus supplement.

The holders of subordinated debt securities of any series may be obligated at
maturity, or at any earlier time specified in the applicable prospectus
supplement, to exchange that series of subordinated debt securities for capital
securities. "Capital securities" may consist of our common stock, perpetual
preferred stock or other capital securities of J.P. Morgan Chase acceptable to
our primary federal banking regulator, which currently is the Board of Governors
of the Federal Reserve System (the "Federal Reserve Board"). We will describe
the terms of any such exchange and of the capital securities that will be issued
upon that exchange in the applicable prospectus supplement. Whenever
subordinated debt securities are exchangeable for capital securities, we will be
obligated to deliver capital securities with a market value equal to the
principal amount of those subordinated debt securities. In addition, we will
unconditionally undertake, at our expense, to sell the capital securities in a
secondary offering on behalf of any holders who elect to receive cash for the
capital securities.

Subordination.  The subordinated debt securities will be subordinate and junior
in right of payment to all Senior Indebtedness and, under certain circumstances
described below, to all Additional Senior Obligations.

The subordinated indenture defines "Senior Indebtedness" to mean the principal
of, and premium, if any, and interest on all indebtedness for money borrowed by
us, whether outstanding on the date the subordinated indenture became effective
or created, assumed or incurred after that date, including all indebtedness for
money borrowed by another person that we guarantee. However, Senior Indebtedness
does not include indebtedness that is stated not to be superior to or to have
the same rank as the subordinated debt
                                        11
<PAGE>

securities. In particular, Senior Indebtedness does not include (A) Antecedent
Subordinated Indebtedness (as defined below), (B) subordinated debt securities
issued under the subordinated indenture on or after December 15, 1992, (C)
Assumed Heritage Chase Subordinated Indebtedness (as defined below), (D)
Antecedent Heritage JPM Subordinated Indebtedness (as defined below), (E) Other
Assumed Heritage JPM Subordinated Indebtedness (as defined below) and (F) other
debt of J.P. Morgan Chase that is expressly stated to have the same rank as or
not to rank superior to the subordinated debt securities (we refer to that other
debt as "Other Subordinated Indebtedness").

The subordinated indenture defines "Additional Senior Obligations" to mean all
indebtedness of J.P. Morgan Chase for claims in respect of derivative products,
such as interest and foreign exchange rate contracts, commodity contracts and
similar arrangements, except Senior Indebtedness and except obligations that are
expressly stated to have the same rank as or not to rank senior to the
subordinated debt securities. For purposes of this definition, claim has the
meaning assigned in Section 101(4) of the United States Bankruptcy Code and in
effect on the date of execution of the subordinated indenture.

"Antecedent Subordinated Indebtedness" means all outstanding subordinated debt
securities issued by Chemical Banking Corporation prior to December 15, 1992.

"Assumed Heritage Chase Subordinated Indebtedness" means all outstanding
subordinated indebtedness that we assumed as a result of our merger with The
Chase Manhattan Corporation.

"Antecedent Heritage JPM Subordinated Indebtedness" means all outstanding
subordinated indebtedness issued by heritage J.P. Morgan prior to March 1, 1993
that we assumed as a result of our merger with heritage J.P. Morgan.

"Other Assumed Heritage JPM Subordinated Indebtedness" means all outstanding
subordinated indebtedness issued by heritage J.P. Morgan on or after March 1,
1993 that we assumed as a result of our merger with heritage J.P. Morgan.

Under the subordinated indenture, we may not make any payment on the
subordinated debt securities or exchange any subordinated debt securities for
capital securities in the event:

- - we have failed to make full payment of all amounts of principal, and premium,
  if any, and interest, if any, due on all Senior Indebtedness; or

- - there shall exist any event of default on any Senior Indebtedness or any event
  which, with notice or lapse of time or both, would become such an event of
  default.

In addition, upon our dissolution, winding-up, liquidation or reorganization:

- - we must pay to the holders of Senior Indebtedness the full amounts of
  principal of, and premium, if any, and interest, if any, on the Senior
  Indebtedness before any payment or distribution is made on the subordinated
  debt securities, and

- - if, after we have made those payments on the Senior Indebtedness, there are
  amounts available for payment on the subordinated debt securities and
  creditors in respect of Additional Senior Obligations have not received their
  full payments,

then we will first use amounts available for payment on the subordinated debt
securities, other than Antecedent Subordinated Indebtedness, to pay in full all
Additional Senior Obligations before we may make any payment on the subordinated
debt securities.

No series of our subordinated debt securities described above is subordinated to
any other series of subordinated debt securities or to any other subordinated
indebtedness of J.P. Morgan Chase referred to above (except that we have
outstanding junior subordinated indebtedness that is subordinate and junior to
our subordinated debt securities). However, Antecedent Subordinated Indebtedness
is subordinated only to Senior Indebtedness, while the subordinated debt
securities and Other Subordinated Indebtedness (other than junior subordinated
indebtedness) are subordinated to Senior Indebtedness and, in specified
circumstances relating to our dissolution, winding-up, liquidation or
reorganization, to Additional Senior Obligations. Antecedent Heritage JPM
Subordinated Indebtedness is subordinated only to "Senior Indebtedness" as
defined in the indenture governing the Antecedent Heritage JPM Indebt-

                                        12
<PAGE>

edness (the meaning of which term is substantially identical to Senior
Indebtedness as defined above). The Other Assumed Heritage JPM Subordinated
Indebtedness (other than junior subordinated indebtedness) is subordinated to
Senior Indebtedness and, in specified circumstances relating to our dissolution,
winding-up, liquidation or reorganization, to Derivative Obligations (the
meaning of which term is substantially identical to Additional Senior
Obligations). Assumed Heritage Chase Subordinated Indebtedness is subordinated
to all of our obligations to our creditors, including Senior Indebtedness,
Additional Senior Obligations and Derivative Obligations, except any obligation
that is expressly stated to have the same rank as, or not to rank senior to, the
Assumed Heritage Chase Subordinated Indebtedness.

As a result of the above-described differences in the subordination provisions
applicable to the various series of subordinated indebtedness issued by J.P.
Morgan Chase and our predecessors, in the event of our dissolution, winding-up,
liquidation or reorganization, the holders of the subordinated debt securities,
Other Subordinated Indebtedness and Other Assumed Heritage JPM Subordinated
Indebtedness (other than junior subordinated indebtedness) may receive less,
proportionately, than the holders of Antecedent Subordinated Indebtedness and
Antecedent Heritage JPM Subordinated Indebtedness, but more, proportionately,
than the holders of Assumed Heritage Chase Subordinated Indebtedness.

Holders of the subordinated debt securities may not accelerate the maturity of
the subordinated debt securities, except in the event of our bankruptcy or
reorganization. Holders may not accelerate the subordinated debt securities if
we fail to pay interest or fail to perform any other agreement in the
subordinated debt securities or the subordinated indenture. See "--Defaults and
Waivers" below.

Limitation on Disposition of Voting Stock of Chase Bank.  Except as noted below,
the subordinated indenture does not contain a covenant prohibiting us from
selling or otherwise disposing of any shares of voting stock of Chase Bank, or
securities convertible into, or options, warrants or rights to purchase shares
of voting stock of Chase Bank. The subordinated indenture also does not prohibit
Chase Bank from issuing any shares of its voting stock or securities convertible
into, or options, warrants or rights to purchase shares of its voting stock.
However, the subordinated indenture does contain a covenant, which is for the
exclusive benefit of holders of the Antecedent Subordinated Indebtedness and
which is subject to the provisions described below under "-- Consolidation,
Merger and Sale of Assets," that we will not sell or otherwise dispose of any
shares of voting stock of Chase Bank, or securities convertible into, or
options, warrants or rights to purchase shares of, voting stock of Chase Bank,
nor will we permit Chase Bank to issue any shares of its voting stock or
securities convertible into, or options, warrants or rights to purchase shares
of its voting stock. However, that covenant does not prohibit:

- - issuances or sales of directors' qualifying shares;

- - issuances or sales of shares to us;

- - sales or other dispositions or issuances for fair market value, as determined
  by our board of directors, so long as we would continue to own directly or
  indirectly not less than 80% of the issued and outstanding shares of the
  voting stock of Chase Bank;

- - sales or other dispositions or issuances made in compliance with an order or
  direction of a court or regulatory authority of competent jurisdiction; and

- - sales of voting stock by Chase Bank to its shareholders if those sales do not
  reduce the percentage of shares of voting stock owned by us. (Section 5.07)

Defaults and Waivers.  The subordinated indenture defines an event of default
with respect to any series of subordinated debt securities as follows:

- - any one of certain events of bankruptcy or reorganization affecting J.P.
  Morgan Chase;

- - any other event specified with respect to subordinated debt securities of that
  series. (Section 7.01)

If an event of default occurs and is continuing with respect to any outstanding
series of subordinated debt securities, the trustee or the holders of at least
25% in aggregate principal amount of that outstanding series may declare the
principal (or, in the case of original issue discount subordinated debt
securities, a specified amount of principal) of

                                        13
<PAGE>

all subordinated debt securities of that series to be due and payable
immediately in cash. Subject to specified conditions, the holders of not less
than a majority in aggregate principal amount of the subordinated debt
securities of that series may annul the declaration and waive certain past
defaults. (Section 7.01) The right of the holders of the subordinated debt
securities of a series to demand payment in cash upon the occurrence and
continuance of an event of default will continue to exist so long as the
subordinated debt securities of that series have not been exchanged or
converted. In the event of the bankruptcy or reorganization of J.P. Morgan
Chase, any right to enforce that payment in cash would be subject to the broad
equity powers of a federal bankruptcy court and to its determination of the
nature and status of the payment claims of the holders of the subordinated debt
securities. Prior to any declaration of acceleration, the holders of a majority
in aggregate principal amount of the applicable series of subordinated debt
securities may waive any past default or event of default, except a payment
default. (Section 7.07)

Unless otherwise provided in the terms of a series of subordinated debt
securities, there will be no right of acceleration of the payment of principal
of the subordinated debt securities of that series upon a default in the payment
of principal or interest or a default in the performance of any covenant or
agreement in the subordinated debt securities or the subordinated indenture. In
the event of a default in the payment of interest or principal, including a
default in the delivery of any capital securities in exchange for subordinated
debt securities, or in the performance of any covenant or agreement in the
subordinated debt securities or the subordinated indenture, the trustee may,
subject to specified limitations and conditions, seek to enforce that payment or
delivery or the performance of that covenant or agreement.

The subordinated indenture requires the trustee, within 90 days after the
occurrence of a default with respect to subordinated debt securities of any
series, to give the holders of that series notice of all uncured defaults known
to it. However, except in certain cases involving our bankruptcy or
reorganization, a payment default or a default in the obligation to deliver
capital securities in exchange for subordinated debt securities, the trustee may
withhold the notice if it determines in good faith that the withholding of the
notice is in the interest of those holders. The term "default" for purposes of
this provision includes the events of default specified above without grace
periods or notice. (Section 7.08) We are required to furnish to the trustee
annually an officers' certificate as to the absence of defaults under the
subordinated indenture. (Section 5.06)

Other than the duties of the trustee to act with the required standard of care
during a default, the trustee is not obligated to exercise any of its rights or
powers under the subordinated indenture at the request or direction of any of
the holders of the subordinated debt securities, unless those holders have
offered the trustee reasonable security or indemnity. Subject to that provision
for security or indemnity, the holders of a majority in principal amount of the
subordinated debt securities of any series then outstanding have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to, or exercising any trust or power conferred on, the trustee with
respect to the subordinated debt securities of that series. (Sections 7.07 and
8.02)

Modification of the Subordinated Indenture.  The subordinated indenture contains
provisions permitting us and the trustee to modify the subordinated indenture or
the rights of the holders of the subordinated debt securities with the consent
of the holders of not less than a majority in principal amount of each
outstanding series of the subordinated debt securities affected by the
modification. However, no such modification may, without the consent of each
holder of subordinated debt securities affected by the modification:

- - change the stated maturity date of the principal of, or any installment of
  principal of or interest on, any subordinated debt security;

- - reduce the principal amount of, or premium, if any, or interest, if any, on,
  any subordinated debt security;

- - reduce the portion of the principal amount of an original issue discount
  subordinated debt security payable upon acceleration of the maturity of that
  subordinated debt security;

- - reduce any amount payable upon redemption of any subordinated debt security;

                                        14
<PAGE>

- - change the place or places where, or the currency in which, any subordinated
  debt security or any premium or interest is payable;

- - change the definition of market value;

- - impair the right of any holders of subordinated debt securities of any series
  to receive on any exchange date for subordinated debt securities of that
  series capital securities with a market value equal to that required by the
  terms of the subordinated debt securities;

- - impair the conversion rights, if any, of any holders;

- - impair the right of a holder to institute suit for the enforcement of any
  payment on or with respect to any subordinated debt security, including any
  right of redemption at the option of the holder of that subordinated debt
  security, or impair any rights to the delivery of capital securities in
  exchange for any subordinated debt security or to require us to sell capital
  securities in a secondary offering or to require the delivery of common stock,
  debt securities or other property upon conversion of subordinated debt
  securities;

- - reduce the above-stated percentage of subordinated debt securities of any
  series the consent of the holders of which is necessary to modify or amend the
  subordinated indenture, or reduce the percentage of subordinated debt
  securities of any series the holders of which are required to waive any past
  default or event of default; or

- - modify the above requirements. (Section 11.02)

The subordinated indenture permits us and the trustee to amend the subordinated
indenture without the consent of the holders of subordinated debt securities in
the event of the merger of J.P. Morgan Chase, the replacement of the trustee, to
effect modifications that do not affect any outstanding series of subordinated
debt securities and for other specified purposes. (Section 11.01)

Consolidation, Merger and Sale of Assets.  We may not merge or consolidate with
any other corporation or sell or convey all or substantially all of our assets
to any other corporation, unless:

- - we are the continuing corporation or the successor corporation expressly
  assumes the payment of the principal of (including issuance and delivery of
  capital securities), and premium, if any, and interest, if any, on, the
  subordinated debt securities and the performance and observance of all the
  covenants and conditions of the subordinated indenture binding upon us; and

- - immediately after the merger, consolidation, sale or conveyance, we or the
  successor corporation shall not be in default in the performance of any such
  covenant or condition. (Article Twelve)

INFORMATION CONCERNING THE TRUSTEES

J.P. Morgan Chase and some of our subsidiaries may maintain deposits or conduct
other banking transactions with the trustees under the senior indenture and the
subordinated indenture in the ordinary course of business. U.S. Bank Trust
National Association is also trustee under a subordinated indenture, dated as of
May 1, 1987, as amended and restated as of September 1, 1993 that we assumed in
our merger with The Chase Manhattan Corporation and under the following
indentures that we assumed in our merger with heritage J.P. Morgan: a senior
indenture, dated as of August 15, 1982, a subordinated indenture, dated as of
December 1, 1986, a subordinated indenture, dated as of March 1, 1993 and a
junior subordinated indenture, dated as of November 10, 1996, in each case, as
amended. Bankers Trust Company is also trustee under a senior indenture, dated
as of July 1, 1986, as amended, that we assumed in our merger with The Chase
Manhattan Corporation.

                         DESCRIPTION OF PREFERRED STOCK

GENERAL

Under our certificate of incorporation, our board of directors is authorized,
without further stockholder action, to issue up to 200,000,000 shares of
preferred stock, $1 par value per share, in one or more series, and to determine
the voting powers and the designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions of each series. We may amend our certificate of incorporation to
increase the number of authorized shares of preferred stock in a manner
permitted by our certificate of incorporation and the Delaware General
Corporation Law.

                                        15
<PAGE>

We will describe the particular terms of any series of preferred stock being
offered in the prospectus supplement relating to that series of preferred stock.
Those terms may include:

- - the number of shares being offered;
- - the title and liquidation preference per share;
- - the purchase price;
- - the dividend rate or method for determining that rate;
- - the dates on which dividends will be paid;
- - whether dividends will be cumulative or noncumulative and, if cumulative, the
  dates from which dividends will begin to accumulate;
- - any applicable redemption or sinking fund provisions;
- - any applicable conversion provisions;
- - whether we have elected to offer depositary shares with respect to that series
  of preferred stock; and
- - any other rights and restrictions applicable to that series of preferred
  stock.

If the terms of any series of preferred stock being offered differ from the
terms set forth below, we will also disclose those different terms in the
prospectus supplement relating to that series of preferred stock. The following
summary is not complete. You should also refer to our certificate of
incorporation and to the certificate of designations relating to the series of
the preferred stock being offered for the complete terms of that series of
preferred stock. Our certificate of incorporation and a form of certificate of
designations are filed as exhibits to the registration statement. We will file
the certificate of designations with respect to any series of preferred stock we
offer by use of this prospectus and an applicable prospectus supplement with the
SEC promptly after the offering of the preferred stock.

The preferred stock will, when issued, be fully paid and nonassessable. Unless
otherwise specified in the prospectus supplement, in the event we liquidate,
dissolve or wind-up our business, each series of preferred stock being offered
will have the same rank as to dividends and distributions as our currently
outstanding preferred stock and each other series of preferred stock we may
offer in the future by use of this prospectus and an applicable prospectus
supplement. The preferred stock will have no preemptive rights.

DIVIDEND RIGHTS

If you purchase preferred stock offered by use of this prospectus and an
applicable prospectus supplement, you will be entitled to receive, when, as and
if declared by our board of directors, cash dividends at the rates and on the
dates set forth in the prospectus supplement. Dividend rates may be fixed or
variable or both. Different series of preferred stock may be entitled to
dividends at different dividend rates or based upon different methods of
determination. We will pay each dividend to the holders of record as they appear
on our stock books (or, if applicable, the records of the depositary referred to
below under "-- Depositary Shares") on record dates determined by our board of
directors. Dividends on any series of preferred stock may be cumulative or
noncumulative, as specified in the prospectus supplement. If our board of
directors fails to declare a dividend on any series of preferred stock for which
dividends are noncumulative, then your right to receive that dividend will be
lost, and we will have no obligation to pay the dividend for that dividend
period, whether or not we declare dividends for any future dividend period.

Unless otherwise specified in the applicable prospectus supplement, each series
of preferred stock that we offer by use of this prospectus and an applicable
prospectus supplement will provide that we may not declare or pay or set apart
for payment dividends on any series of preferred stock ranking, as to dividends,
equally with or junior to the series of preferred stock we are offering unless
we have previously declared and paid or set apart for payment, or we
contemporaneously declare and pay or set apart for payment, full dividends
(including cumulative dividends still owing, if any) on the series of preferred
stock we are offering for all dividend periods terminating on or prior to the
dividend payment date for all equally or junior ranking series. If we fail to
pay dividends in full as stated above, we may only declare dividends on equally
ranking series pro rata so that the amount of dividends declared per share on
the series of preferred stock we are offering and the equally ranking series
bear to each other the same ratio that accrued and unpaid dividends per share on
the series being offered and the other series bear to each other. We will not
pay interest or any sum of money instead of interest on any dividend payment
that may be in arrears on any series of preferred stock we are offering.

                                        16
<PAGE>

Unless otherwise specified in the applicable prospectus supplement, the
preferred stock we offer by use of this prospectus and an applicable prospectus
supplement will also provide that, unless we have paid or declared and set aside
for payment full dividends, including cumulative dividends owing, if any, on
that preferred stock for all past dividend periods, we will not:

- - declare or make any dividend payment or distribution on any junior ranking
  stock, other than a dividend paid in junior ranking stock, or

- - redeem, purchase, otherwise acquire or set apart money for a sinking fund for
  the redemption of any junior or equally ranking stock, except by conversion
  into or exchange for junior ranking stock.

Unless otherwise specified in the applicable prospectus supplement, we will
compute the amount of dividends payable by annualizing the applicable dividend
rate and dividing by the number of dividend periods in a year, except that the
amount of dividends payable for the initial dividend period or any period
shorter than a full dividend period will be computed on the basis of a 360-day
year consisting of twelve 30-day months and, for any period less than a full
month, the actual number of days elapsed in the period.

RIGHTS UPON LIQUIDATION

In the event we liquidate, dissolve or wind-up our affairs, either voluntarily
or involuntarily, you will be entitled to receive liquidating distributions in
the amount set forth in the prospectus supplement applicable to the series of
preferred stock you hold, plus accrued and unpaid dividends, if any, before we
make any distribution of assets to the holders of our common stock. If we fail
to pay in full all amounts payable with respect to preferred stock offered by
use of this prospectus and an applicable prospectus supplement, and any stock
having the same rank as that series of preferred stock, the holders of the
preferred stock and of that other stock will share in any distribution of assets
in proportion to the full respective preferential amounts to which they are
entitled. After the holders of each series of preferred stock and any stock
having the same rank as their preferred stock are paid in full, they will have
no right or claim to any of our remaining assets. For any series of preferred
stock offered by use of this prospectus and an applicable prospectus supplement,
neither the sale of all or substantially all of our property or business nor a
merger or consolidation by us with any other corporation will be considered a
dissolution, liquidation or winding-up of our business or affairs.

REDEMPTION

The applicable prospectus supplement will indicate whether the series of
preferred stock offered by use of this prospectus and an applicable prospectus
supplement is subject to redemption, in whole or in part, whether at our option
or mandatorily and whether or not pursuant to a sinking fund. The redemption
provisions that may apply to a series of preferred stock offered, including the
redemption dates, the redemption prices for that series and whether those
redemption prices will be paid in cash, stock or a combination of cash and
stock, will be set forth in the prospectus supplement.

If we are redeeming fewer than all the outstanding shares of preferred stock of
any series, whether by mandatory or optional redemption, our board of directors
will determine the method for selecting the shares to be redeemed, which may be
by lot or pro rata or by any other method the board of directors determines to
be equitable. From and after the redemption date, dividends will cease to accrue
on the shares of preferred stock called for redemption and all rights of the
holders of those shares, except the right to receive the redemption price, will
cease.

In the event that we fail to pay full dividends, including accrued but unpaid
dividends, if any, on any series of preferred stock offered, we may not redeem
that series in part and we may not purchase or acquire any shares of that series
of preferred stock, except by an offer made on the same terms to all holders of
that series of preferred stock.

CONVERSION RIGHTS

The prospectus supplement will state the terms, if any, on which shares of the
series of preferred stock offered by use of this prospectus and an applicable
prospectus supplement are convertible into shares of our common stock or other
securities. As described under "-- Redemption" above, under certain
circumstances, preferred stock may be mandatorily convertible into our common
stock or another series of our preferred stock.
                                        17
<PAGE>

VOTING RIGHTS

Except as indicated below or in the applicable prospectus supplement, or except
as expressly required by applicable law, the holders of the preferred stock
offered by use of this prospectus and an applicable prospectus supplement will
not be entitled to vote. Except as indicated in the applicable prospectus
supplement, in the event we offer full shares of any series of preferred stock,
each share will be entitled to one vote on matters on which holders of that
series of preferred stock are entitled to vote. However, as more fully described
below under "-- Depositary Shares," if we use this prospectus and an applicable
prospectus supplement to offer depositary shares representing a fraction of a
share of a series of preferred stock, each depositary share, in effect, will be
entitled to that fraction of a vote, rather than a full vote. Because each full
share of any series of preferred stock offered will be entitled to one vote, the
voting power of that series will depend on the number of shares in that series,
and not on the aggregate liquidation preference or initial offering price of the
shares of that series of preferred stock.

If, at the time of any annual meeting of our stockholders, the equivalent of six
quarterly dividends payable on any series of preferred stock being offered is in
default, the number of directors constituting our board of directors will be
increased by two and the holders of all the outstanding series of preferred
stock, voting together as a single class, will be entitled to elect those
additional two directors at that annual meeting. Each director elected by the
holders of shares of the outstanding preferred stock will continue to serve as a
director for the full term for which he or she was elected, even if prior to the
end of that term we have paid in full the amount of dividends that had been in
arrears. For purposes of this paragraph, "default" means that accrued and unpaid
dividends on the applicable series are equal to or greater than the equivalent
of six quarterly dividends.

Unless otherwise specified in the applicable prospectus supplement, the terms of
each series of preferred stock being offered will state that the approval of at
least two-thirds of the outstanding shares of preferred stock will be required
to:

- - create any class or series of stock having a preference over any outstanding
  series of preferred stock; or

- - change the provisions of our certificate of incorporation in a manner that
  would adversely affect the voting powers or other rights of the holders of a
  series of preferred stock.

The terms of the preferred stock offered will also state that if the amendment
will not adversely affect all series of outstanding preferred stock, then the
amendment will only need to be approved by holders of at least two-thirds of the
shares of the series of preferred stock adversely affected.

Under regulations adopted by the Federal Reserve Board, if the holders of any
series of our preferred stock become entitled to vote for the election of
directors because dividends on that series are in arrears, that series may then
be deemed a "class of voting securities." In such a case, a holder of 25% or
more of the series, or a holder of 5% or more if that holder would also be
considered to exercise a "controlling influence" over J.P. Morgan Chase, may
then be subject to regulation as a bank holding company in accordance with the
Bank Holding Company Act. In addition, (1) any other bank holding company may be
required to obtain the prior approval of the Federal Reserve Board to acquire or
retain 5% or more of that series, and (2) any person other than a bank holding
company may be required to obtain the approval of the Federal Reserve Board to
acquire or retain 10% or more of that series.

                                        18
<PAGE>

OUTSTANDING PREFERRED STOCK

As of the date of this prospectus, we have issued and outstanding the series of
preferred stock described in the following table:

<Table>
<Caption>
                                    STATED VALUE
                                        AND                                                        RATE IN EFFECT
                                     REDEMPTION                      OUTSTANDING       EARLIEST          AT
                                     PRICE PER       NUMBER OF     AT SEPTEMBER 30,   REDEMPTION   SEPTEMBER 30,
                                      SHARE(A)        SHARES             2001            DATE           2001
                                    ------------   -------------   ----------------   ----------   --------------
                                                   (IN MILLIONS)    (IN MILLIONS)
<S>                                 <C>            <C>             <C>                <C>          <C>
Adjustable Rate Cumulative
  Preferred Stock Series A
  ("Series A preferred stock")....    $100.00          2.42              $242          12/31/00           5.00%(b)
6 5/8% Cumulative Preferred Stock
  ("6 5/8% preferred stock")(c)...     500.00           .28             140.2           3/31/06           6.63(c)
Adjustable Rate Cumulative
  Preferred Stock, Series L
  ("Series L preferred stock")....     100.00           2.0               200           6/30/99           4.79(d)
Adjustable Rate Cumulative
  Preferred Stock, Series N
  ("Series N preferred stock")....      25.00           9.1               228           6/30/99           4.85(d)
Fixed/Adjustable Rate
  Noncumulative Preferred Stock
  ("Fixed/Adjustable preferred
  stock").........................      50.00           4.0               200           6/30/03(e)        4.96(e)
</Table>

- ---------------
(a) Redemption price is price indicated on table, plus accrued but unpaid
    dividends, if any.
(b) Floating rates are based on specified U.S. Treasury rates. The minimum and
    maximum annual rates are 5.00% and 11.50%, respectively.
(c) Shares of this series are represented by depositary shares, each
    representing a one-tenth interest in a share of preferred stock of the
    series.
(d) Floating rates are based on specified U.S. Treasury rates. The minimum and
    maximum annual rates for each series are 4.50% and 10.50%, respectively.
(e) Dividends on this series for dividend periods commencing on or after July 1,
    2003 will be at a floating rate based on specified U.S. Treasury rates (but
    subject to a minimum rate of 5.46% and a maximum rate of 11.46%). The amount
    of dividends payable may be adjusted, and the stock may be redeemed earlier
    than June 30, 2003, in the event of specified amendments to the Internal
    Revenue Code of 1986 relating to the dividends-received deduction.

Ranking.  All the outstanding series of preferred stock have the same rank. All
the outstanding series of preferred stock have preference over our common stock
with respect to the payment of dividends and the distribution of assets in the
event of our liquidation or dissolution.

Dividends.  Dividends payable on each series of outstanding preferred stock are
payable quarterly, when and as declared by the board of directors, in the
amounts determined as set forth in the above table, on each March 31, June 30,
September 30 and December 31.

Dividends on each series of outstanding preferred stock, other than our
Fixed/Adjustable preferred stock, are cumulative. If we fail to declare a
dividend on our Fixed/Adjustable preferred stock for any dividend period,
holders of that series will have no right to receive a dividend for that
dividend period, whether or not we declare dividends on that series for any
future dividend period.

We may not declare or pay any dividends on any series of preferred stock, unless
we have previously declared and paid or we contemporaneously declare and pay
full dividends (and cumulative dividends still owing, if any) on all other
series of preferred stock that have the same rank as, or rank senior to, that
series of preferred stock. If we do not pay full dividends on the
equally-ranking series as described above, we may only declare dividends pro
rata, so that the amount of dividends declared per share on that series of
preferred stock and on each equally-ranking series of preferred stock will bear
to each other the same ratio that accrued dividends per share on that series of
preferred stock and those other series

                                        19
<PAGE>

bear to each other. In addition, generally, unless we have paid full dividends,
including cumulative dividends still owing, if any, on all outstanding shares of
any series of preferred stock, we may not declare or pay dividends on our common
stock and generally we may not redeem or purchase any common stock (except by
payment of shares of common stock or other junior securities). We will not pay
interest or any sum of money instead of interest on any dividend payment or
payments that may be in arrears.

Rights Upon Liquidation; Redemption.  In the event of our liquidation,
dissolution or winding-up, the holders of each outstanding series of preferred
stock would be entitled to receive liquidating distributions in the amount set
forth opposite the applicable series in the table above, plus accrued and unpaid
dividends, if any, before we make any distribution of our assets to the holders
of our common stock.

Each of our outstanding series of preferred stock is redeemable at our option on
or after the applicable date set forth opposite that series in the table above
at a redemption price per share equal to the redemption price set forth opposite
that series in the table above, plus accrued but unpaid dividends, if any.

Voting Rights.  Holders of shares of our outstanding preferred stock have no
voting rights, except as described below or as required by the Delaware General
Corporation Law.

All of our currently outstanding series of preferred stock provide that if, at
the time of any annual meeting of our stockholders, the equivalent of six
quarterly dividends payable on any series of outstanding cumulative preferred
stock is in default, the number of directors constituting our board of directors
will be increased by two and the holders of all the outstanding preferred stock,
voting together as a single class, will be entitled to elect those additional
two directors at that annual meeting. In accordance with the requirements of our
Series L preferred stock, Series N preferred stock and Fixed/Adjustable
preferred stock, each director elected by the holders of shares of the
outstanding preferred stock will continue to serve as director for the full term
for which he or she was elected, even if prior to the end of that term we have
paid in full the amount of dividends that had been in arrears. For purposes of
this paragraph, "default" means that accrued and unpaid dividends on the
applicable series are equal to or greater than the equivalent of six quarterly
dividends.

Under regulations adopted by the Federal Reserve Board, if the holders of any
series of our preferred stock become entitled to vote for the election of
directors because dividends on that series are in arrears, that series may then
be deemed a "class of voting securities." In such a case, a holder of 25% or
more of the series, or a holder of 5% or more if the holder would also be
considered to exercise a "controlling influence" over J.P. Morgan Chase, may
then be subject to regulation as a bank holding company in accordance with the
Bank Holding Company Act. In addition, (1) any other bank holding company may be
required to obtain the prior approval of the Federal Reserve Board to acquire or
retain 5% or more of that series, and (2) any person other than a bank holding
company may be required to obtain the approval of the Federal Reserve Board to
acquire or retain 10% or more of that series.

Our Series N preferred stock and Fixed/Adjustable preferred stock provide that
the affirmative vote of the holders of at least two-thirds of the shares of all
outstanding series of preferred stock, voting together as a single class without
regard to series, will be required to:

- - create any class or series of stock having a preference over any outstanding
  series of preferred stock; or

- - change the provisions of our certificate of incorporation in a manner that
  would adversely affect the voting powers or other rights of the holders of a
  series of preferred stock.

Those series also state that if the amendment will not adversely affect all
series of outstanding preferred stock, then the amendment will only need to be
approved by holders of at least two-thirds of the shares of the series of
preferred stock adversely affected.

Our Series L preferred stock provides as follows:

- - the consent of the holders of at least two-thirds of the outstanding shares of
  the particular series, voting as a separate class, is required for any
  amendment of our certificate of incorporation that would adversely affect the
  powers, preferences, privileges or rights of that series; and
                                        20
<PAGE>

- - the consent of the holders of at least two-thirds of the voting power of that
  series and of each series of preferred stock having the same rank, voting
  together as a single class without regard to series, is required to create,
  authorize or issue, or reclassify any stock into any additional class or
  series of, stock ranking prior to that series as to dividends or upon
  liquidation, or any other security or obligation convertible into or
  exerciseable for any such prior-ranking stock.

Our Series A preferred stock and 6 5/8% preferred stock provide that a vote of
at least two-thirds of the voting power of all outstanding shares of the
applicable series, and all outstanding shares of our preferred stock having the
same rank as that series, voting together as a single class without regard to
series, will be necessary in order to:

- - authorize or issue any capital stock that will be senior to that series of
  preferred stock as to dividends or upon liquidation; or

- - amend, alter or repeal any of the provisions of our certificate of
  incorporation, including the certificate of designations relating to that
  series, in such a way as to adversely affect (or materially adversely affect,
  in the case of our 6 5/8% preferred stock) the preferences, rights, powers or
  privileges of the preferred stock of that series.

Miscellaneous.  No series of our outstanding preferred stock is convertible into
shares of our common stock or other securities of J.P. Morgan Chase. No series
of our outstanding preferred stock is subject to preemptive rights.

Transfer Agent and Registrar.  Mellon Investor Services, LLC is the transfer
agent, registrar and dividend disbursement agent for our outstanding preferred
stock and depositary shares. The registrar will send notices to the holders of
the preferred stock or depositary shares of any meetings at which those holders
will have the right to elect directors or to vote on any other matter.

Depositary Shares for 6 5/8% Preferred Stock.  Our 6 5/8% preferred stock is
represented by depositary shares, each representing a one-tenth interest in a
share of that preferred stock. The material terms of the deposit agreement
between us and Morgan Bank, as depositary, with respect to those depositary
shares are substantially the same as those described under "--Depositary Shares"
below.

DEPOSITARY SHARES

General.  We may, at our option, elect to offer fractional shares of preferred
stock, rather than full shares of preferred stock. If we do, we will issue to
the public receipts for depositary shares, and each of these depositary shares
will represent a fraction of a share of a particular series of preferred stock.
We will specify that fraction in the prospectus supplement.

The shares of any series of preferred stock underlying the depositary shares
offered by use of this prospectus and an applicable prospectus supplement will
be deposited under a deposit agreement between us and a depositary selected by
us. The depositary will be a bank or trust company and will have its principal
office in the United States and a combined capital and surplus of at least $50
million. Subject to the terms of the deposit agreement, each owner of a
depositary share will be entitled, in proportion to the applicable fractional
interest in the share of preferred stock underlying that depositary share, to
all the rights and preferences of the preferred stock underlying that depositary
share. Those rights include dividend, voting, redemption, conversion and
liquidation rights.

The depositary shares offered by use of this prospectus and an applicable
prospectus supplement will be evidenced by depositary receipts issued under the
deposit agreement. We will issue depositary receipts to those persons who
purchase the fractional interests in the preferred stock underlying the
depositary shares, in accordance with the terms of the offering. The following
summary of the deposit agreement, the depositary shares and the depositary
receipts is not complete. You should refer to the forms of the deposit agreement
and depositary receipts that are filed as exhibits to the registration
statement.

Dividends and Other Distributions.  The depositary will distribute all cash
dividends or other cash distributions received in respect of the preferred stock
to the record holders of related depositary shares in proportion to the number
of depositary shares owned by those holders.

If we make a distribution other than in cash, the depositary will distribute
property received by it to the record holders of depositary shares that are
entitled to receive the distribution, unless the depositary determines that it
is not feasible to

                                        21
<PAGE>

make the distribution. If this occurs, the depositary may, with our approval,
sell the property and distribute the net proceeds from the sale to the
applicable holders.

Redemption of Depositary Shares.  Upon redemption, in whole or in part, of
shares of any series preferred stock that are held by the depositary, the
depositary will redeem, as of the same redemption date, the number of depositary
shares representing the shares of preferred stock so redeemed. The redemption
price per depositary share will be equal to the applicable fraction of the
redemption price per share payable with respect to that series of the preferred
stock.

Depositary shares called for redemption will no longer be outstanding after the
applicable redemption date, and all rights of the holders of those depositary
shares will cease, except the right to receive any money, securities, or other
property upon surrender to the depositary of the depositary receipts evidencing
those depositary shares.

Voting the Preferred Stock.  Upon receipt of notice of any meeting at which the
holders of preferred stock are entitled to vote, the depositary will mail the
information contained in the notice of meeting to the record holders of the
depositary shares underlying that preferred stock. Each holder of those
depositary shares on the record date, which will be the same date as the record
date for the preferred stock, will be entitled to instruct the depositary as to
the exercise of the voting rights pertaining to the amount of the preferred
stock underlying that holder's depositary shares. The depositary will try, as
far as practicable, to vote the number of shares of preferred stock underlying
those depositary shares in accordance with those instructions, and we will agree
to take all action that the depositary deems necessary in order to enable the
depositary to do so. The depositary will not vote the shares of preferred stock
to the extent it does not receive specific instructions from the holders of
depositary shares underlying the preferred stock.

Amendment and Termination of the Deposit Agreement.  We and the depositary may
amend the form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement at any time regarding any depositary shares
offered by use of this prospectus and an applicable prospectus supplement.
However, any amendment that materially and adversely alters the rights of the
holders of depositary shares will not be effective unless the amendment has been
approved by the holders of at least a majority of the depositary shares then
outstanding. The deposit agreement may be terminated by us or by the depositary
only if:

- - all outstanding depositary shares have been redeemed; or

- - there has been a final distribution of the underlying preferred stock in
  connection with our liquidation, dissolution or winding up and the preferred
  stock has been distributed to the holders of depositary receipts.

Charges of Depositary.  We will pay all transfer and other taxes and
governmental charges arising solely from the existence of the depositary
arrangements regarding any depositary shares offered by use of this prospectus
and an applicable prospectus supplement. We will also pay charges of the
depositary in connection with the initial deposit of the preferred stock and any
redemption of the preferred stock. Holders of depositary receipts will pay
transfer and other taxes and governmental charges and other charges as are
expressly provided in the deposit agreement to be for their accounts.

Resignation and Removal of Depositary.  The depositary for the depositary shares
offered by use of this prospectus and an applicable prospectus supplement may
resign at any time by delivering a notice to us of its election to do so. We may
remove the depositary at any time. Any such resignation or removal will take
effect upon the appointment of a successor depositary and its acceptance of its
appointment. We must appoint a successor depositary within 60 days after
delivery of the notice of resignation or removal. The successor depositary must
be a bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50 million.

Miscellaneous.  The depositary will forward to holders of depositary receipts
all reports and communications from us that we deliver to the depositary and
that we are required to furnish to the holders of the preferred stock.

Neither we nor the depositary will be liable if either of us is prevented or
delayed by law or any circumstance beyond our control in performing our
respective obligations under the deposit agree-
                                        22
<PAGE>

ment. Our obligations and those of the depositary will be limited to performing
in good faith our respective duties under the deposit agreement. Neither we nor
the depositary will be obligated to prosecute or defend any legal proceeding
relating to any depositary shares or preferred stock unless satisfactory
indemnity is furnished. We and the depositary may rely upon written advice of
counsel or accountants, or upon information provided by persons presenting
preferred stock for deposit, holders of depositary receipts or other persons we
believe to be competent, and on documents we believe to be genuine.

                          DESCRIPTION OF COMMON STOCK

As of the date of this prospectus, we are authorized to issue up to
4,500,000,000 shares of common stock. As of September 30, 2001, we had
1,992,661,185 (including 19,789,475 shares held in treasury) and had reserved
approximately 316,378,279 shares of common stock for issuance under various
employee or director incentive, compensation and option plans.

The following summary is not complete. You should refer to the applicable
provisions of our certificate of incorporation and to the Delaware General
Corporation Law for a complete statement of the terms and rights of our common
stock.

Dividends.  Holders of common stock are entitled to receive dividends when, as
and if declared by our board of directors out of funds legally available for
payment, subject to the rights of holders of our preferred stock.

Voting Rights.  Each holder of common stock is entitled to one vote per share.
Subject to the rights, if any, of the holders of any series of preferred stock
under its applicable certificate of designations and applicable law, all voting
rights are vested in the holders of shares of our common stock. Holders of
shares of our common stock have noncumulative voting rights, which means that
the holders of more than 50% of the shares voting for the election of directors
can elect 100% of the directors and the holders of the remaining shares will not
be able to elect any directors.

Rights Upon Liquidation.  In the event of our voluntary or involuntary
liquidation, dissolution or winding up, the holders of our common stock will be
entitled to share equally in any of our assets available for distribution after
we have paid in full all of our debts and after the holders of all series of our
outstanding preferred stock have received their liquidation preferences in full.

Miscellaneous.  The issued and outstanding shares of common stock are fully paid
and nonassessable. Holders of shares of our common stock are not entitled to
preemptive rights. Our common stock is not convertible into shares of any other
class of our capital stock. Mellon Investor Services, LLC is the transfer agent,
registrar and dividend disbursement agent for our common stock.

                       DESCRIPTION OF SECURITIES WARRANTS

We may issue securities warrants for the purchase of debt securities, preferred
stock or common stock. We may issue securities warrants independently or
together with debt securities, preferred stock, common stock or other
securities. Each series of securities warrants will be issued under a separate
securities warrant agreement to be entered into between us and Chase Bank or
another bank or trust company, as warrant agent. The warrant agent will act
solely as our agent in connection with the securities warrants and will not
assume any obligation to, or relationship of agency or trust for or with, any
registered holders or beneficial owners of securities warrants. This summary of
certain provisions of the securities warrants and the securities warrant
agreement is not complete. You should refer to the securities warrant agreement
relating to the specific securities warrants being offered, including the forms
of securities warrant certificates representing those securities warrants, for
the complete terms of the securities warrant agreement and the securities
warrants. Forms of those documents are filed as exhibits to the registration
statement.

Each securities warrant will entitle the holder to purchase the principal amount
of debt securities or the number of shares of preferred stock or common stock at
the exercise price set forth in, or calculable as set forth in, the prospectus
supplement. The exercise price may be subject to adjustment upon the occurrence
of certain events, as set forth in the prospectus supplement. We will also
specify in the prospectus supplement the place or places where, and the manner
in which, securities warrants may be exercised. After the
                                        23
<PAGE>

close of business on the expiration date of the securities warrants, unexercised
securities warrants will become void.

Prior to the exercise of any securities warrants, holders of the securities
warrants will not have any of the rights of holders of the debt securities,
preferred stock or common stock, as the case may be, purchasable upon exercise
of those securities warrants, including, (1) in the case of securities warrants
for the purchase of debt securities, the right to receive payments of principal
of, and premium, if any, or interest, if any, on those debt securities or to
enforce covenants in the senior indenture or subordinated indenture, as the case
may be, or (2) in the case of securities warrants for the purchase of preferred
stock or common stock, the right to receive payments of dividends, if any, on
that preferred stock or common stock or to exercise any applicable right to
vote.

                        DESCRIPTION OF CURRENCY WARRANTS

We have described below certain general terms and provisions of the currency
warrants that we may offer. We will describe the particular terms of the
currency warrants and the extent, if any, to which the general provisions
described below do not apply to the currency warrants offered in the applicable
prospectus supplement. The following summary is not complete. You should refer
to the currency warrants and the currency warrant agreement relating to the
specific currency warrants being offered for the complete terms of those
currency warrants. Forms of those documents are filed as exhibits to the
registration statement.

We will issue each issue of currency warrants under a currency warrant agreement
to be entered into between us and Chase Bank or another bank or trust company,
as warrant agent. The warrant agent will act solely as our agent under the
applicable currency warrant agreement and will not assume any obligation to, or
relationship of agency or trust for or with, any holders of currency warrants.

We may issue currency warrants either in the form of:

- - currency put warrants, which entitle the holders to receive from us the cash
  settlement value in U.S. dollars of the right to sell a specified amount of a
  specified foreign currency or composite currency (the "designated currency")
  for a specified amount of U.S. dollars; or

- - currency call warrants, which entitle the holders to receive from us the cash
  settlement value in U.S. dollars of the right to purchase a specified amount
  of a designated currency for a specified amount of U.S. dollars.

As a prospective purchaser of currency warrants, you should be aware of special
United States federal income tax considerations applicable to instruments such
as the currency warrants. The prospectus supplement relating to each issue of
currency warrants will describe those tax considerations.

Unless otherwise specified in the applicable prospectus supplement, we will
issue the currency warrants in the form of global currency warrant certificates,
registered in the name of a depositary or its nominee. See "Book-Entry Issuance"
below.

Each issue of currency warrants will be listed on a national securities
exchange, subject only to official notice of issuance, as a condition of sale of
that issue of currency warrants. In the event that the currency warrants are
delisted from, or permanently suspended from trading on, the applicable national
securities exchange, the expiration date for those currency warrants will be the
date the delisting or trading suspension becomes effective, and currency
warrants not previously exercised will be deemed automatically exercised on that
expiration date. The applicable currency warrant agreement will contain a
covenant from us that we will not seek to delist the currency warrants or
suspend their trading on the applicable national securities exchange unless we
have concurrently arranged for listing on another national securities exchange.

Currency warrants involve a high degree of risk, including risks arising from
fluctuations in the price of the underlying currency, foreign exchange risks and
the risk that the currency warrants will expire worthless. Further, the cash
settlement value of currency warrants at any time prior to exercise or
expiration may be less than the trading value of the currency warrants. The
trading value of the currency warrants will fluctuate because that value is
dependent, at any time, on a number of factors, including the time remaining to
exercise the currency warrants, the relationship between the exercise price of
the currency warrants and the price of the designated currency, and the

                                        24
<PAGE>

exchange rate associated with the designated currency. Because currency warrants
are unsecured obligations of J.P. Morgan Chase, changes in our perceived
creditworthiness may also be expected to affect the trading prices of currency
warrants. Finally, the amount of actual cash settlement of a currency warrant
may vary as a result of fluctuations in the price of the designated currency
between the time you give instructions to exercise the currency warrant and the
time the exercise is actually effected.

As a prospective purchaser of currency warrants you should be prepared to
sustain a loss of some or all of the purchase price of your currency warrants.
You should also be experienced with respect to options and option transactions
and should reach an investment decision only after careful consideration with
your advisers of the suitability of the currency warrants in light of your
particular financial circumstances. You should also consider the information set
forth under "Risk Factors" in the prospectus supplement relating to the
particular issue of currency warrants being offered and to the other information
regarding the currency warrants and the designated currency set forth in the
prospectus supplement.

                              BOOK-ENTRY ISSUANCE

We may issue series of any securities as global securities and deposit them with
a depositary with respect to that series. Unless otherwise indicated in the
prospectus supplement, the following is a summary of the depositary arrangements
applicable to securities issued in permanent global form and for which The
Depository Trust Company ("DTC") will act as depositary (the "global
securities").

Each global security will be deposited with, or on behalf of, DTC, as
depositary, or its nominee and registered in the name of a nominee of DTC.
Except under the limited circumstances described below, global securities will
not be exchangeable for certificated securities.

Only institutions that have accounts with DTC or its nominee ("DTC
participants") or persons that may hold interests through DTC participants may
own beneficial interests in a global security. DTC will maintain records
evidencing ownership of beneficial interests by DTC participants in the global
securities and transfers of those ownership interests. DTC participants will
maintain records evidencing ownership of beneficial interests in the global
securities by persons that hold through those DTC participants and transfers of
those ownership interests within those DTC participants. DTC has no knowledge of
the actual beneficial owners of the securities. You will not receive written
confirmation from DTC of your purchase, but we do expect that you will receive
written confirmations providing details of the transaction, as well as periodic
statements of your holdings from the DTC participant through which you entered
the transaction. The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of those securities in certificated form.
Those laws may impair your ability to transfer beneficial interests in a global
security.

DTC has advised us that upon the issuance of a global security and the deposit
of that global security with DTC, DTC will immediately credit, on its book-entry
registration and transfer system, the respective principal amounts or number of
shares represented by that global security to the accounts of DTC participants.

We will make payments on securities represented by a global security to DTC or
its nominee, as the case may be, as the registered owner and holder of the
global security representing those securities. DTC has advised us that upon
receipt of any payment on a global security, DTC will immediately credit
accounts of DTC participants with payments in amounts proportionate to their
respective beneficial interests in that security, as shown in the records of
DTC. Standing instructions and customary practices will govern payments by DTC
participants to owners of beneficial interests in a global security held through
those DTC participants, as is now the case with securities held for the accounts
of customers in bearer form or registered in "street name." Those payments will
be the sole responsibility of those DTC participants, subject to any statutory
or regulatory requirements in effect from time to time.

Neither we, the trustees, nor any of our respective agents will have any
responsibility or liability for any aspect of the records of DTC, any nominee or
any DTC participant relating to, or payments made on account of, beneficial
interests in a global security or for maintaining, supervising or reviewing any
of the records of DTC, any nominee or
                                        25
<PAGE>

any DTC participant relating to those beneficial interests.

A global security is exchangeable for certificated securities registered in the
name of a person other than DTC or its nominee only if:

- - DTC notifies us that it is unwilling or unable to continue as depositary for
  that global security or DTC ceases to be registered under the Securities
  Exchange Act of 1934;

- - we determine in our discretion that the global security will be exchangeable
  for certificated securities in registered form; or

- - if applicable to the particular type of security, there shall have occurred
  and be continuing an event of default or an event which, with notice or the
  lapse of time or both, would constitute an event of default under the
  securities.

Any global security that is exchangeable as described in the preceding sentence
will be exchangeable in whole for certificated securities in registered form,
and, in the case of global debt securities, of like tenor and of an equal
aggregate principal amount as the global security, in denominations of $1,000
and integral multiples of $1,000 (or in denominations and integral multiples as
otherwise specified in the applicable prospectus supplement). The registrar will
register the certificated securities in the name or names instructed by DTC. We
expect that those instructions may be based upon directions received by DTC from
DTC participants with respect to ownership of beneficial interests in the global
security. In the case of global debt securities, we will make payment of any
principal and interest on the certificated securities and will register
transfers and exchanges of those certificated securities at the corporate trust
office of Chase Bank in the Borough of Manhattan, The City of New York. However,
we may elect to pay interest by check mailed to the address of the person
entitled to that interest payment as of the record date, as shown on the
register for the securities.

Except as provided above, as an owner of a beneficial interest in a global
security, you will not be entitled to receive physical delivery of securities in
certificated form and will not be considered a holder of securities for any
purpose under either of the indentures. No global security will be exchangeable
except for another global security of like denomination and tenor to be
registered in the name of DTC or its nominee. Accordingly, you must rely on the
procedures of DTC and the DTC participant through which you own your interest to
exercise any rights of a holder under the global security or the applicable
indenture.

We understand that, under existing industry practices, in the event that we
request any action of holders, or an owner of a beneficial interest in a global
security desires to take any action that a holder is entitled to take under the
securities or the indentures, DTC would authorize the DTC participants holding
the relevant beneficial interests to take that action, and those DTC
participants would authorize beneficial owners owning through those DTC
participants to take that action or would otherwise act upon the instructions of
beneficial owners owning through them.

DTC has advised us that DTC is a limited purpose trust company organized under
the New York Banking Law, a "banking organization" within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered under the Securities Exchange Act of 1934. DTC
holds securities that DTC participants deposit with DTC. DTC also facilitates
the settlement of securities transactions among DTC participants in deposited
securities, such as transfers and pledges, through electronic computerized
book-entry changes in accounts of the DTC participants, thereby eliminating the
need for physical movement of securities certificates. DTC participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. DTC is owned by a number of DTC participants
and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and
the National Association of Securities Dealers, Inc. (the "NASD"). Access to
DTC's system is also available to others, such as securities brokers and
dealers, banks and trust companies that clear through or maintain a custodial
relationship with a DTC participant, either directly or indirectly. The rules
applicable to DTC and DTC participants are on file with the SEC.

If specified in the applicable prospectus supplement, investors may elect to
hold interests in the offered securities outside the United States through
Clearstream Banking, societe anonyme ("Clearstream") or Euroclear Bank,
S.A./N.V.,

                                        26
<PAGE>

as operator of the Euroclear System ("Euroclear"), if they are participants in
those systems, or indirectly through organizations that are participants in
those systems. Clearstream and Euroclear will hold interests on behalf of their
participants through customers' securities accounts in Clearstream's and
Euroclear's names on the books of their respective depositaries. Those
depositaries in turn hold those interests in customers' securities accounts in
the depositaries' names on the books of DTC. Unless otherwise specified in the
prospectus supplement, Chase Bank will act as depositary for each of Clearstream
and Euroclear.

Clearstream has advised us that it is incorporated under the laws of Luxembourg
as a bank. Clearstream holds securities for its customers and facilitates the
clearance and settlement of securities transactions between its customers
through electronic book-entry transfers between their accounts. Clearstream
provides its customers with, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded securities
and securities lending and borrowing. Clearstream interfaces with domestic
securities markets in over 30 countries through established depository and
custodial relationships. As a bank, Clearstream is subject to regulation by the
Luxembourg Commission for the Supervision of the Financial Sector, also known as
the Commission de Surveillance du Secteur Financier. Its customers are
recognized financial institutions around the world, including underwriters,
securities brokers and dealers, banks, trust companies, clearing corporations
and other organizations. Its customers in the United States are limited to
securities brokers and dealers and banks. Indirect access to Clearstream is also
available to other institutions such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with
Clearstream customers.

Distributions with respect to interests in global securities held through
Clearstream will be credited to cash accounts of its customers in accordance
with its rules and procedures, to the extent received by the U.S. depositary for
Clearstream.

Euroclear has advised us that it was created in 1968 to hold securities for its
participants and to clear and settle transactions between Euroclear participants
through simultaneous electronic book-entry delivery against payment, thereby
eliminating the need for physical movement of certificates and any risk from
lack of simultaneous transfers of securities and cash. Euroclear provides
various other services, including securities lending and borrowing, and
interfaces with domestic markets in several countries. Euroclear is operated by
Euroclear Bank S.A./N.V. (the "Euroclear operator"). Euroclear Clearance Systems
S.C. establishes policy for Euroclear on behalf of Euroclear participants.
Euroclear participants include banks, including central banks, securities
brokers and dealers and other professional financial intermediaries. Indirect
access to Euroclear is also available to other firms that clear through or
maintain a custodial relationship with a Euroclear participant, either directly
or indirectly.

Securities clearance accounts and cash accounts with the Euroclear operator are
governed by the terms and conditions governing use of Euroclear and the related
operating procedures of Euroclear and applicable Belgian law. These terms,
conditions and procedures govern transfers of securities and cash within
Euroclear, withdrawals of securities and cash from Euroclear, and receipts of
payments with respect to securities in Euroclear. All securities in Euroclear
are held on a fungible basis without attribution of specific certificates to
specific securities clearance accounts. The Euroclear operator acts under the
terms and conditions governing use of Euroclear only on behalf of Euroclear
participants and has no record of or relationship with persons holding through
Euroclear participants.

Distributions with respect to interests in global securities held beneficially
through Euroclear will be credited to the cash accounts of Euroclear
participants in accordance with Euroclear's terms and conditions and operating
procedures and applicable Belgian law, to the extent received by the U.S.
depositary for Euroclear.

Euroclear has further advised that investors that acquire, hold and transfer
interests in global securities by book-entry through accounts with the Euroclear
operator or any other securities intermediary are subject to the laws and
contractual provisions governing their relationship with their intermediary, as
well as the laws and contractual provisions governing the relationship between
that intermediary and each other intermediary, if any, standing between
themselves and the Euroclear operator.

                                        27
<PAGE>

The Euroclear operator has advised that under Belgian law, investors that are
credited with securities on the records of the Euroclear operator have a
co-property right in the fungible pool of interests in securities on deposit
with the Euroclear operator in an amount equal to the amount of interests in
securities credited to their accounts. In the event of the insolvency of the
Euroclear operator, Euroclear participants would have a right under Belgian law
to the return of the amount and type of interests credited to their accounts
with the Euroclear operator. If the Euroclear operator did not have on deposit a
sufficient amount of securities of a particular type to cover the claims of all
participants credited with such interests in securities on the Euroclear
operator's records, all participants having an amount of interests in securities
of such type credited to their accounts with the Euroclear operator would have
the right under Belgian law to the return of their pro rata share of the amount
of securities actually on deposit.

Under Belgian law, the Euroclear operator is required to pass on the benefits of
ownership in any interests in securities on deposit with it, such as dividends,
voting rights and other entitlements, to any person credited with such interests
in securities on its records.

GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES

Unless otherwise specified in a prospectus supplement with respect to a
particular series of global securities, initial settlement for global securities
will be made in immediately available funds. DTC participants will conduct
secondary market trading with other DTC participants in the ordinary way in
accordance with DTC rules. Thereafter, secondary market trades will settle in
immediately available funds using DTC's same day funds settlement system.

If the prospectus supplement specifies that interests in the global securities
may be held through Clearstream or Euroclear, Clearstream customers and/or
Euroclear participants will conduct secondary market trading with other
Clearstream customers and/or Euroclear participants in the ordinary way in
accordance with the applicable rules and operating procedures of Clearstream and
Euroclear. Thereafter, secondary market trades will settle in immediately
available funds.

Cross-market transfers between persons holding directly or indirectly through
DTC participants on the one hand, and directly or indirectly through Clearstream
customers or Euroclear participants, on the other, will be effected in DTC in
accordance with DTC's rules on behalf of the relevant European international
clearing system by the U.S. depositary for that system; however, those
cross-market transactions will require delivery by the counterparty in the
relevant European international clearing system of instructions to that system
in accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing system will, if
the transaction meets its settlement requirements, deliver instructions to the
U.S. depositary for that system to take action to effect final settlement on its
behalf by delivering or receiving interests in global securities in DTC, and
making or receiving payment in accordance with normal procedures for same-day
funds settlement applicable to DTC. Clearstream customers and Euroclear
participants may not deliver instructions directly to DTC.

Because of time-zone differences, credits of interests in global securities
received in Clearstream or Euroclear as a result of a transaction with a DTC
participant will be made during subsequent securities settlement processing and
will be credited the business day following the DTC settlement date. Those
credits or any transactions in global securities settled during that processing
will be reported to the relevant Euroclear participants or Clearstream customers
on that business day. Cash received in Clearstream or Euroclear as a result of
sales of interests in global securities by or through a Clearstream customer or
a Euroclear participant to a DTC participant will be received with value on the
DTC settlement date but will be available in the relevant Clearstream or
Euroclear cash account only as of the business day following settlement in DTC.

Although DTC, Clearstream and Euroclear have agreed to the procedures described
above in order to facilitate transfers of interests in global securities among
DTC participants, Clearstream and Euroclear, they are under no obligation to
perform those procedures and those procedures may be discontinued at any time.

                                        28
<PAGE>

                              PLAN OF DISTRIBUTION

We may sell the debt securities, preferred stock, depositary shares, common
stock, securities warrants or currency warrants being offered by use of this
prospectus and an applicable prospectus supplement:

- - through underwriters;

- - through dealers;

- - through agents; or

- - directly to purchasers.

We will set forth the terms of the offering of any securities being offered in
the applicable prospectus supplement.

If we utilize underwriters in an offering of securities using this prospectus,
we will execute an underwriting agreement with those underwriters. The
underwriting agreement will provide that the obligations of the underwriters
with respect to a sale of the offered securities are subject to certain
conditions precedent and that the underwriters will be obligated to purchase all
the offered securities if any are purchased. Underwriters may sell those
securities to or through dealers. The underwriters may change any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers from time to time. If we utilize underwriters in an offering of
securities using this prospectus, the applicable prospectus supplement will
contain a statement regarding the intention, if any, of the underwriters to make
a market in the offered securities.

If we utilize a dealer in an offering of securities using this prospectus, we
will sell the offered securities to the dealer, as principal. The dealer may
then resell those securities to the public at a fixed price or at varying prices
to be determined by the dealer at the time of resale.

We may also use this prospectus to offer and sell securities through agents
designated by us from time to time. Unless otherwise indicated in the prospectus
supplement, any agent will be acting on a reasonable efforts basis for the
period of its appointment.

Underwriters, dealers or agents participating in a distribution of securities by
use of this prospectus and an applicable prospectus supplement may be deemed to
be underwriters, and any discounts and commissions received by them and any
profit realized by them on resale of the offered securities, whether received
from us or from purchasers of offered securities for whom they act as agent, may
be deemed to be underwriting discounts and commissions under the Securities Act.

Under agreements that we may enter into, underwriters, dealers or agents who
participate in the distribution of securities by use of this prospectus and an
applicable prospectus supplement may be entitled to indemnification by us
against certain liabilities, including liabilities under the Securities Act, or
to contribution with respect to payments that those underwriters, dealers or
agents may be required to make.

We may offer to sell securities either at a fixed price or at prices that may be
changed, at market prices prevailing at the time of sale, at prices related to
prevailing market prices or at negotiated prices.

Underwriters, dealers, agents or their affiliates may be customers of, engage in
transactions with, or perform services for, us, Chase Bank, Morgan Bank, Chase
USA, J.P. Morgan Securities or our other subsidiaries in the ordinary course of
business.

Under Rule 2720 of the Conduct Rules of the NASD, when an NASD member, such as
J.P. Morgan Securities, participates in the distribution of an affiliated
company's securities, the offering must be conducted in accordance with the
applicable provisions of Rule 2720. J.P. Morgan Securities is considered to be
an "affiliate" (as that term is defined in Rule 2720) of ours by virtue of the
fact that we own all of the outstanding equity securities of J.P. Morgan
Securities. Any offer and sale of offered securities will comply with the
requirements of Rule 2720 regarding the underwriting of securities of affiliates
and with any restrictions that may be imposed on J.P. Morgan Securities or our
other affiliates by the Federal Reserve Board.

Our direct or indirect wholly-owned subsidiaries, including J.P. Morgan
Securities, may use this prospectus and the applicable prospectus supplement in
connection with offers and sales of securities in the secondary market. Those
subsidiaries may act as principal or agent in those transactions. Secondary
market sales will be made at prices related to prevailing market prices at the
time of sale.
                                        29
<PAGE>

We may also use this prospectus to directly solicit offers to purchase
securities. Except as set forth in the applicable prospectus supplement, none of
our directors, officers, or employees nor those of our bank subsidiaries will
solicit or receive a commission in connection with those direct sales. Those
persons may respond to inquiries by potential purchasers and perform ministerial
and clerical work in connection with direct sales.

We may authorize underwriters, dealers and agents to solicit offers by certain
institutions to purchase securities pursuant to delayed delivery contracts
providing for payment and delivery on a future date specified in the prospectus
supplement. Institutions with which delayed delivery contracts may be made
include commercial and savings banks, insurance companies, educational and
charitable institutions and other institutions that we may approve. The
obligations of any purchaser under any delayed delivery contract will not be
subject to any conditions except that any related sale of offered securities to
underwriters shall have occurred and the purchase by an institution of the
securities covered by its delayed delivery contract shall not at the time of
delivery be prohibited under the laws of any jurisdiction in the United States
to which that institution is subject.

                                    EXPERTS

The financial statements incorporated in this prospectus by reference to our
Annual Report on Form 10-K for the year ended December 31, 2000 have been
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
auditing and accounting.

                                 LEGAL OPINIONS

Simpson Thacher & Bartlett, New York, New York, will provide an opinion for us
regarding the validity of the offered securities and Cravath, Swaine & Moore,
New York, New York will provide such an opinion for the underwriters. Cravath,
Swaine & Moore acts as legal counsel to us and our subsidiaries in a substantial
number of matters on a regular basis.

                                        30
<PAGE>

                              [jpmorganchase logo]

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
