<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>jackson.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
J.P. Morgan Chase & Co.


			  EXHIBIT INDEX

Exhibit Number                            Description of Exhibit
     24                                   Power of Attorney




                     J.P. Morgan Chase & Co.
                        Power of Attorney
       For Preparing, Signing and Filing Certain Reports with the SEC

	KNOW ALL BY THESE PRESENTS, that the undersigned in his or
her capacity as an officer or director of J.P. Morgan Chase & Co. ("JPMC")
hereby constitutes and appoints each of Anthony J. Horan, Joan Guggenheimer,
William H. McDavid, James Berry, Laurence Goldman and Marie Jordan signing
singly, his/her true and lawful attorney-in-fact to:

	(1) prepare and execute for and on behalf of the undersigned
in connection with transactions in JPMC securities (a) any and all forms of
report, including amendments to such reports, required to be made pursuant
to Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") and related rules of the Securities and Exchange Commission ("SEC")
and (b) any documents or reports which may be required under SEC Rule 144
to permit the undersigned to sell JPMC common stock without registration
under the Securities Act of 1933 (the "1933 Act") in reliance on Rule 144
as amended from time to time;

	(2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable for the preparation
and timely filing of any such reports, documents and reports with
the SEC, any United States stock exchange, and any other authority; and

	(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interests of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform each and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personnaly present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his or her substitute or substitutes, shall lawfully
do or cause to be done by virtue of this Power of Attorney and the rights
and powers hereby granted.  The undersigned acknowledges that none of the
foregoing attorneys-in-fact in serving in such capacity at the request of
the undersigned is assuming any of the undersigned's responsibilities to
comply with either the Exchange Act or the 1933 Act.

	IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of July 1, 2004.

					/s/ Laban P. Jackson, Jr.

</TEXT>
</DOCUMENT>
