<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>e22925_424b3.txt
<DESCRIPTION>424B3
<TEXT>
Product supplement no. 4-I                Registration Statement No.  333-130051
To prospectus dated December 1, 2005 and                  Dated December 1, 2005
prospectus supplement dated December 1, 2005                      Rule 424(b)(3)

JPMorgan Chase [Logo]

JPMorgan Chase & Co.
Floating Rate Notes Linked to the Constant Maturity U.S. Treasury Rate

General
-------

o     JPMorgan Chase & Co. may offer and sell floating rate notes linked to the
      Constant Maturity U.S. Treasury Rate from time to time. This product
      supplement no. 4-I describes terms that will apply generally to the notes,
      and supplements the terms described in the accompanying prospectus
      supplement and prospectus. A separate term sheet or pricing supplement, as
      the case may be, will describe terms that apply specifically to the notes,
      including any changes to the terms specified below. We refer to such term
      sheets and pricing supplements generally as terms supplements. If the
      terms described in the relevant terms supplement are inconsistent with
      those described herein or in the accompanying prospectus supplement or
      prospectus, the terms described in the relevant terms supplement shall
      control.

o     The notes are the senior unsecured obligations of JPMorgan Chase & Co.

o     Payment is linked to the CMT Rate as described below.

o     For important information about tax consequences, see "Certain U.S.
      Federal Income Tax Consequences" beginning on page PS-10.

o     Minimum denominations of $1,000 and integral multiples thereof, unless
      otherwise specified in the relevant terms supplement.

o     The notes will not be listed on any securities exchange unless otherwise
      specified in the relevant terms supplement.

Key Terms
---------

  Maturity Date:             As specified in the relevant terms supplement.

  Interest:                  With respect to each Interest Period, the product
                             of the outstanding principal amount of the notes,
                             the Interest Rate and the number of days in the
                             Interest Period (calculated on the basis of a year
                             of 360 days with twelve months of thirty days each)
                             divided by 360, unless otherwise specified in the
                             relevant terms supplement.

  Interest Rate:             A rate per annum equal to the CMT Rate on each
                             applicable Determination Date plus an additional
                             amount of interest, referred to as the spread, or
                             multiplied by a number, referred to as the
                             multiplier, as either may be specified in the
                             relevant terms supplement. In no case will the
                             interest rate for the notes for any Interest Period
                             be less than the minimum interest rate, as
                             specified in the relevant terms supplement. The
                             minimum interest rate will be at least 0.00%.

  CMT Rate:                  For any Interest Period, a percentage equal to the
                             yield for United States Treasury securities at
                             "constant maturity" for an original period to
                             maturity of 1, 2, 3, 5, 7, 10 or 20 years, or such
                             other period as specified in the relevant terms
                             supplement, as such rate is set forth in H.15(519)
                             under the caption "Treasury constant maturities,"
                             as such yield is displayed on the Telerate Page
                             designated in the relevant terms supplement for the
                             Determination Date immediately preceding such
                             Interest Period.

  Determination Dates:       Two business days immediately prior to the
                             beginning of the applicable Interest Period, or as
                             specified in the relevant terms supplement (but no
                             earlier than three months prior to the beginning of
                             the applicable Interest Period).

  Interest Periods:          The period beginning on and including the issue
                             date of the notes and ending on but excluding the
                             first Interest Payment Date, and each successive
                             period beginning on and including an Interest
                             Payment Date and ending on but excluding the next
                             succeeding Interest Payment Date, or as specified
                             in the relevant terms supplement.

  Interest Payment Dates:    As specified in the relevant terms supplement, but
                             at least once every twelve months.

  Payment at Maturity:       On the maturity date, we will pay you the principal
                             amount of your notes plus any accrued and unpaid
                             interest unless otherwise specified in the terms
                             supplement.

Investing in the Floating Rate Notes involves a number of risks. See "Risk
Factors" beginning on page PS-5.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the notes or passed upon the accuracy
or the adequacy of this product supplement no. 4-I, the accompanying prospectus
supplement and prospectus or any related terms supplement. Any representation to
the contrary is a criminal offense.

The notes are not bank deposits and are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency, nor are they obligations
of, or guaranteed by, a bank.

                                    JPMorgan
December 1, 2005
<PAGE>

We are offering to sell, and are seeking offers to buy, the notes only in
jurisdictions where offers and sales are permitted. Neither this product
supplement no. 4-I nor the accompanying prospectus supplement, prospectus or
terms supplement constitutes an offer to sell, or a solicitation of an offer to
buy, any notes by any person in any jurisdiction in which it is unlawful for
such person to make such an offer or solicitation. Neither the delivery of this
product supplement no. 4-I nor the accompanying prospectus supplement,
prospectus or terms supplement nor any sale made hereunder implies that there
has been no change in our affairs or that the information in this product
supplement no. 4-I and accompanying prospectus supplement, prospectus and terms
supplement is correct as of any date after the date hereof.

You must (i) comply with all applicable laws and regulations in force in any
jurisdiction in connection with the possession or distribution of this product
supplement no. 4-I and the accompanying prospectus supplement, prospectus and
terms supplement and the purchase, offer or sale of the notes and (ii) obtain
any consent, approval or permission required to be obtained by you for the
purchase, offer or sale by you of the notes under the laws and regulations
applicable to you in force in any jurisdiction to which you are subject or in
which you make such purchases, offers or sales; neither we nor the agent shall
have any responsibility therefor.

The notes are not and will not be authorized by the Comision Nacional de Valores
for public offer in Argentina and may thus not be offered or sold to the public
at large or to sectors or specific groups thereof by any means, including but
not limited to personal offerings, written materials, advertisements or the
media, in circumstances which constitute a public offering of securities under
Argentine Law No. 17,811, as amended.

The notes have not been and will not be registered with the "Comissao de Valores
Mobiliarios" - the Brazilian Securities and Exchange Commission ("CVM") and
accordingly, the notes may not be sold, promised to be sold, offered, solicited,
advertised and/or marketed within the Federative Republic of Brazil in an
offering that can be construed as a public offering under CVM Instruction
no. 400, dated December 29, 2003, as amended from time to time.

The notes have not been registered with the Superintendencia de Valores y
Seguros in Chile and may not be offered or sold publicly in Chile. No offer,
sales or deliveries of the notes, or distribution of this product supplement no.
4-I or the accompanying prospectus supplement, prospectus or terms supplement
may be made in or from Chile except in circumstances which will result in
compliance with any applicable Chilean laws and regulations.

The notes have not been, and will not be, registered with the National Registry
of Securities maintained by the Mexican National Banking and Securities
Commission nor with the Mexican Stock Exchange and may not be offered or sold
publicly in the United Mexican States. This product supplement no. 4-I and the
accompanying prospectus supplement, prospectus and terms supplement may not be
publicly distributed in the United Mexican States.
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
Description of Notes........................................................PS-1
Risk Factors................................................................PS-5
Use of Proceeds.............................................................PS-7
General Terms of the Notes..................................................PS-8
Certain U.S. Federal Income Tax Consequences...............................PS-10
Underwriting...............................................................PS-10
Benefit Plan Investor Considerations.......................................PS-12

      In making your investment decision, you should rely only on the
information contained or incorporated by reference in the terms supplement
relevant to your investment, this product supplement no. 4-I and the
accompanying prospectus supplement and prospectus with respect to the notes
offered by the relevant terms supplement and this product supplement no. 4-I and
with respect to JPMorgan Chase & Co. We have not authorized anyone to give you
any additional or different information. The information in the relevant terms
supplement, this product supplement no. 4-I and the accompanying prospectus
supplement and prospectus may only be accurate as of the dates of each of these
documents, respectively.

      The notes described in the relevant terms supplement and this product
supplement no. 4-I are not appropriate for all investors, and involve important
legal and tax consequences and investment risks, which should be discussed with
your professional advisers. You should be aware that the regulations of the
National Association of Securities Dealers, Inc. and the laws of certain
jurisdictions (including regulations and laws that require brokers to ensure
that investments are suitable for their customers) may limit the availability of
the notes. The relevant terms supplement, this product supplement no. 4-I and
the accompanying prospectus supplement and prospectus do not constitute an offer
to sell or a solicitation of an offer to buy the notes in any circumstances in
which such offer or solicitation is unlawful.

      In this product supplement no. 4-I and the accompanying prospectus
supplement and prospectus, "we," "us" and "our" refer to JPMorgan Chase & Co.,
unless the context requires otherwise.
<PAGE>

                              DESCRIPTION OF NOTES

      The following description of the terms of the notes supplements the
description of the general terms of the debt securities set forth under the
headings "Description of Notes" in the accompanying prospectus supplement and
"Description of Debt Securities" in the accompanying prospectus. A separate
terms supplement will describe the terms that apply specifically to the notes,
including any changes to the terms specified below. Capitalized terms used but
not defined in this product supplement no. 4-I have the meanings assigned in the
accompanying prospectus supplement, prospectus and the relevant terms
supplement. The term "note" refers to each $1,000 principal amount of our
Floating Rate Notes Linked to the Constant Maturity U.S. Treasury Rate.

General

      The Floating Rate Notes are senior unsecured obligations of JPMorgan Chase
& Co. that are linked to the Constant Maturity U.S. Treasury Rate. The notes are
a series of securities referred to in the accompanying prospectus supplement and
prospectus and the relevant terms supplement. The notes will be issued by
JPMorgan Chase & Co. under an indenture dated May 25, 2001, as may be amended or
supplemented from time to time, between us and Deutsche Bank Trust Company
Americas (formerly Bankers Trust Company), as trustee.

      The notes are not bank deposits and are not insured by the Federal Deposit
Insurance Corporation or by any other governmental agency, nor are they
obligations of, or guaranteed by, a bank.

      The notes are our unsecured and unsubordinated obligations and will rank
pari passu with all of our other unsecured and unsubordinated obligations.

      The notes will be issued in denominations of $1,000 and integral multiples
in excess thereof, unless otherwise specified in the relevant terms supplement.
The principal amount and issue price of each note is $1,000, unless otherwise
specified in the relevant terms supplement. The notes will be represented by one
or more permanent global notes registered in the name of DTC or its nominee, as
described under "Description of Notes -- Forms of Notes" in the prospectus
supplement and "Forms of Securities -- Global Securities" in the prospectus.

      The specific terms of the notes will be described in the relevant terms
supplement accompanying this product supplement no. 4-I. The terms described in
that document supplement those described here and in the accompanying prospectus
and prospectus supplement. If the terms described in the relevant terms
supplement are inconsistent with those described here or in the accompanying
prospectus or prospectus supplement, the terms described in the relevant terms
supplement shall control.

Interest

      The notes bear interest from the issue date of the notes to but excluding
the maturity date. The amount of interest payable on the notes on each Interest
Payment Date will be linked to the Constant Maturity U.S. Treasury Rate as
described in this product supplement no. 4-I or as otherwise specified in the
relevant terms supplement (the "CMT Rate"). See "-- The Constant Maturity U.S.
Treasury Rate."

      For each Interest Period, the notes bear interest at a rate per annum
equal to the CMT Rate applicable to such Interest Period, as described below,
plus an additional amount of interest, referred to as the spread, or multiplied
by a number, referred to as the multiplier, as either may be specified in the
relevant terms supplement. Accrued and unpaid interest on the notes is payable
in arrears on each Interest Payment Date. The amount of such accrued and unpaid
interest will be based on the CMT Rate on the applicable Determination Date. In
no case will the interest rate for the notes for any Interest Period


                                      PS-1
<PAGE>

be less than the minimum interest rate, as specified in the relevant terms
supplement. The minimum interest rate will be at least the spread, and no less
than 0.00%.

      The maturity date for the notes will be set forth in the relevant terms
supplement.

      An "Interest Period" is the period beginning on and including the issue
date of the notes and ending on but excluding the first Interest Payment Date,
and each successive period beginning on and including an Interest Payment Date
and ending on but excluding the next succeeding Interest Payment Date, or as
specified in the relevant terms supplement. Interest will be calculated based on
a 360-day year of twelve 30-day months unless otherwise specified in the
relevant terms supplement.

      An "Interest Payment Date" will be as specified in the relevant terms
supplement, provided that no Interest Payment Date shall be more than twelve
months after the immediately prior Interest Payment Date or issue date of the
notes, as applicable. If any day on which a payment of interest or principal is
due is not a business day, the payment will be made with the same force and
effect on the next succeeding business day, but no additional interest will
accrue as a result of the delayed payment, and the next Interest Period will
commence as if the payment had not been delayed.

      A "business day" is, unless otherwise specified in the applicable terms
supplement, any day other than a day on which banking institutions in The City
of New York are authorized or required by law or regulation or executive order
to close or a day on which transactions in dollars are not conducted.

      The "CMT Rate" for any Interest Period is a percentage equal to the yield
for United States Treasury securities at "constant maturity" for an original
period to maturity of 1, 2, 3, 5, 7, 10 or 20 years, as specified in the
relevant terms supplement, as such rate is set forth in H.15(519) under the
caption "Treasury constant maturities," as such yield is displayed on the
Telerate Page designated in the relevant terms supplement for the Determination
Date immediately preceding such Interest Period.

      "H.15(519)" means the weekly statistical release designated as such, or
any successor publication, published by the Board of Governors of the Federal
Reserve System, available through the Web site of the Board of Governors of the
Federal Reserve System at http://www.federalreserve.gov/releases/H15/ or any
successor site or publication. We make no representation or warranty as to the
accuracy or completeness of the information displayed on such Web site, and such
information is not incorporated by reference herein and should not be considered
a part of this product supplement no. 4-I.

      If the CMT Rate cannot be determined in the manner described above, the
following procedures will be used:

      o     If the CMT Rate is not displayed on the relevant page, as specified
            in the relevant terms supplement, by 3:30 p.m. New York City time on
            any Determination Date, then the CMT Rate will be a percentage equal
            to the yield for United States Treasury securities at "constant
            maturity" for the maturity of the relevant CMT Rate on the relevant
            Determination Date as set forth in H.15(519) under the caption
            "Treasury constant maturities".

      o     If the applicable rate described above does not appear in H.15(519),
            then the CMT Rate on any Determination Date will be the rate for the
            maturity of the relevant CMT Rate as may then be published by either
            the Board of Governors of the Federal Reserve System or the United
            States Department of the Treasury that the calculation agent
            determines, in its sole and absolute discretion, to be comparable to
            the rate formerly displayed on the Telerate Page designated in the
            relevant terms supplement and published in the relevant H.15(519).

      o     If on any Determination Date, neither the Board of Governors of the
            Federal Reserve System nor the United States Department of the
            Treasury publishes a yield on United States Treasury securities at a
            "constant maturity" for the maturity of the relevant CMT Rate, the
            CMT Rate on the


                                      PS-2
<PAGE>

            relevant Determination Date will be calculated by the calculation
            agent and will be a yield-to-maturity based on the arithmetic mean
            of the secondary market bid prices at approximately 3:30 p.m., New
            York City time, on the relevant Determination Date, of three leading
            primary United States government securities dealers in New York
            City. The calculation agent will select five such securities
            dealers, and will eliminate the highest quotation (or, in the event
            of equality, one of the highest) and the lowest quotation (or, in
            the event of equality, one of the lowest), for United States
            Treasury securities with an original maturity equal to the maturity
            of the relevant CMT Rate, a remaining term to maturity of no more
            than one year shorter than the maturity of the relevant CMT Rate and
            in a principal amount equal to the Representative Amount. If two bid
            prices with an original maturity as described above have remaining
            terms to maturity equally close to the maturity of the relevant CMT
            Rate, the quotes for the United States Treasury security with the
            shorter remaining term to maturity will be used.

            The "Representative Amount" means an amount equal to the outstanding
            principal amount of the notes.

      o     If fewer than five but more than two such prices are provided as
            requested, the CMT Rate for the relevant Determination Date will be
            based on the arithmetic mean of the bid prices obtained and neither
            the highest nor the lowest of such quotations will be eliminated.

      o     If the calculation agent cannot obtain three United States Treasury
            securities quotations of the kind requested in the prior two
            paragraphs, the calculation agent will determine the CMT Rate to be
            the yield to maturity based on the arithmetic mean of the secondary
            market bid prices for United States Treasury securities, at
            approximately 3:30 p.m., New York City time, on the relevant
            Determination Date of three leading primary United States government
            securities dealers in New York City. In selecting these bid prices,
            the calculation agent will request quotations from at least five
            such securities dealers and will disregard the highest quotation (or
            if there is equality, one of the highest) and the lowest quotation
            (or if there is equality, one of the lowest) for United States
            Treasury securities with an original maturity greater than the
            maturity of the relevant CMT Rate, a remaining term to maturity
            closest to the maturity of the relevant CMT Rate and in a
            Representative Amount. If two United States Treasury securities with
            an original maturity longer than the maturity of the relevant CMT
            Rate have remaining terms to maturity that are equally close to the
            maturity of the relevant CMT Rate, the calculation agent will obtain
            quotations for the United States Treasury security with the shorter
            remaining term to maturity.

      o     If fewer than five but more than two of the leading primary United
            States government securities dealers provide quotes as described in
            the prior paragraph, then the CMT Rate will be based on the
            arithmetic mean of the bid prices obtained, and neither the highest
            nor the lowest of those quotations will be eliminated.

      o     If fewer than three leading primary United States government
            securities reference dealers selected by the calculation agent
            provide quotes as described above, the CMT Rate will be determined
            by the calculation agent acting in a commercially reasonable manner.

      We will irrevocably deposit with DTC no later than the opening of business
on the applicable date funds sufficient to make payments of the amount payable
with respect to the notes on such date. We will give DTC irrevocable
instructions and authority to pay such amount to the holders of the notes
entitled thereto.

      Subject to the foregoing and to applicable law (including, without
limitation, United States federal laws), we or our affiliates may, at any time
and from time to time, purchase outstanding notes by tender, in open market or
by private agreement.


                                      PS-3
<PAGE>

The Constant Maturity U.S. Treasury Rate

      The Constant Maturity U.S. Treasury Rates are yields interpolated by the
United States Department of the Treasury from its daily yield curve. That yield
curve, which relates the yield on a U.S. Treasury security to its time to
maturity, is based on the closing market bid yields on actively traded U.S.
Treasury securities in the over-the-counter market. These market yields are
calculated from composites of quotations obtained by the Federal Reserve Bank of
New York. The yield values are read from the yield curve at fixed maturities (as
of the date of this product supplement no. 4-I, such maturities are 1, 3 and 6
months and 1, 2, 3, 5, 7, 10 and 20 years). This method provides a yield for a
10-year maturity, for example, even if no outstanding U.S. Treasury security has
exactly 10 years remaining to maturity. We have derived all information
contained in this product supplement no. 4-I regarding the Constant Maturity
U.S. Treasury Rate from publicly available information, including the United
States Department of the Treasury's Web site at http://www.treas.gov/. We make
no representation or warranty as to the accuracy or completeness of the
information displayed on such Web site, and such information is not incorporated
by reference herein and should not be considered a part of this product
supplement no. 4-I.


                                      PS-4
<PAGE>

                                  RISK FACTORS

      Your investment in the notes will involve certain risks. You should
consider carefully the following discussion of risks before you decide that an
investment in the notes is suitable for you.

Floating rate notes present different investment considerations than fixed rate
notes or similar floating rate securities.

      The rate of interest paid by us on the notes for each Interest Period will
be equal to the CMT Rate plus the spread, or multiplied by the multiplier, as
specified in the relevant terms supplement, which may be less than returns
otherwise payable on debt securities issued by us with similar maturities. You
should consider, among other things, the overall annual percentage rate of
interest to maturity as compared to other equivalent investment alternatives.

Your interest rate is based on the CMT Rate. The CMT Rate itself and the way the
United States Department of the Treasury calculates the CMT Rate may change in
the future.

      There can be no assurance that the United States Department of the
Treasury will not change the method by which it calculates the CMT Rate. In
addition, changes in the way the CMT Rate is calculated could reduce the level
of the CMT Rate and lower the interest payments with respect to the notes.
Accordingly, the amount of interest payable on the notes, and therefore the
value of the notes, may be significantly reduced. If the CMT Rate is
substantially altered, a substitute rate may be employed to calculate the
interest payable on the notes, as described herein, and that substitution may
adversely affect the value of the notes.

Secondary trading may be limited.

      Unless otherwise specified in the relevant terms supplement, the notes
will not be listed on an organized securities exchange. There may be little or
no secondary market for the notes. Even if there is a secondary market, it may
not provide enough liquidity to allow you to trade or sell the notes easily.

      J.P. Morgan Securities Inc. may act as a market maker for the notes, but
is not required to do so. Because we do not expect that other market makers will
participate significantly in the secondary market for the notes, the price at
which you may be able to trade your notes is likely to depend on the price, if
any, at which J.P. Morgan Securities Inc. is willing to buy the notes. If at any
time J.P. Morgan Securities Inc. does not act as a market maker, it is likely
that there would be little or no secondary market for the notes.

The notes are not designed to be short-term trading instruments.

      The price at which you will be able to sell your notes to us or our
affiliates prior to maturity, if at all, may be at a substantial discount from
the principal amount of the notes, even in cases where the CMT Rate has
appreciated since the pricing date. The potential returns described in the
relevant terms supplement assume that your notes, which are not designed to be
short-term trading instruments, are held to maturity. The notes are designed to
be held, and you should be prepared to hold your notes, until maturity.

The value of the notes may be influenced by many unpredictable factors.

      Prior to maturity, the value of the notes will be affected by a number of
economic and market factors that may either offset or magnify each other. You
should not expect the price at which we or our affiliates are willing to
purchase the notes, if at all, to vary in proportion to changes in the CMT Rate.
We expect that, generally, the CMT Rate on any day will affect the value of the
notes more than any other single factor. Other relevant factors include:


                                      PS-5
<PAGE>

      o     the expected volatility in the CMT Rate;

      o     time left to maturity of the notes;

      o     interest and yield rates in the market, and the volatility of those
            rates;

      o     economic, financial, political, regulatory or judicial events that
            affect consumer prices generally; and

      o     our credit worthiness.

Factors that may affect the CMT Rate include:

      o     supply and demand of U.S. Treasury securities with maturities
            similar to the maturity of the CMT Rate;

      o     general economic, financial, political or regulatory conditions;

      o     monetary policies of the Federal Reserve Bank, changes in the
            Federal funds rate and changes in the shape of the yield curve; and

      o     inflation and expectations concerning inflation.

You cannot predict the future performance of the CMT Rate based on its
historical performance. The CMT Rate may decrease such that you may receive a
minimal return on your investment.

The inclusion in the original issue price of the agent's commission and the cost
of hedging our obligations under the notes through one or more of our affiliates
is likely to adversely affect the value of the notes prior to maturity.

      While the payment at maturity will be based on the full principal amount
of your notes as described in the relevant terms supplement, the original issue
price of the notes includes the agent's commission and the cost of hedging our
obligations under the notes through one or more of our affiliates. Such cost
includes our affiliates' expected cost of providing such hedge, as well as the
profit our affiliates expect to realize in consideration for assuming the risks
inherent in providing such hedge. As a result, assuming no change in market
conditions or any other relevant factors, the price, if any, at which J.P.
Morgan Securities Inc. will be willing to purchase notes from you in secondary
market transactions, if at all, will likely be lower than the original issue
price. In addition, any such prices may differ from values determined by pricing
models used by J.P. Morgan Securities Inc. as a result of such compensation or
other transaction costs.

JPMorgan Chase & Co. employees holding the notes must comply with policies that
limit their ability to trade the notes and may affect the value of their notes.

      If you are an employee of JPMorgan Chase & Co. or one of its affiliates,
you may only acquire the notes for investment purposes and you must comply with
all of our internal policies and procedures. Because these policies and
procedures limit the dates and times that you may transact in the notes, you may
not be able to purchase any notes described in the relevant terms supplement
from us and your ability to trade or sell any such notes in the secondary market
may be limited.


                                      PS-6
<PAGE>

                                 USE OF PROCEEDS

      Unless otherwise specified in the applicable terms supplement, the net
proceeds we receive from the sale of the notes will be used for general
corporate purposes and, in part, by us or by one or more of our affiliates in
connection with hedging our obligations under the notes. The original issue
price of the notes includes the agent's commissions (as shown on the cover page
of the relevant terms supplement) paid with respect to the notes which
commissions include the reimbursement of certain issuance costs and the cost of
hedging our obligations under the notes. The cost of hedging includes the
projected profit that our affiliates expect to realize in consideration for
assuming the risks inherent in hedging our obligations under the notes. Because
hedging our obligations entails risk and may be influenced by market forces
beyond our or our affiliates' control, such hedging may result in a profit that
is more or less than expected, or could result in a loss. See also "Use of
Proceeds" in the accompanying prospectus.

      On or prior to the date of the relevant terms supplement, we, through our
affiliates or others, may hedge some or all of our anticipated exposure in
connection with the notes by taking positions in U.S. Treasury securities or
instruments whose value is derived from the U.S. Treasury securities or the
applicable Constant Maturity Treasury rate. From time to time, prior to maturity
of the notes, we may pursue a dynamic hedging strategy which may involve taking
long or short positions in instruments whose value is derived from the
applicable Constant Maturity Treasury rate. Although we have no reason to
believe that any of these activities will have a material impact on the
applicable Constant Maturity Treasury rate or the value of the notes, we cannot
assure you that these activities will not have such an effect.

      We have no obligation to engage in any manner of hedging activity and will
do so solely at our discretion and for our own account. No note holder shall
have any rights or interest in our hedging activity or any positions we may take
in connection with our hedging activity.


                                      PS-7
<PAGE>

                           GENERAL TERMS OF THE NOTES

Calculation Agent

      J.P. Morgan Securities Inc. will act as the calculation agent. The
calculation agent will determine, among other things, the CMT Rate, the
applicable interest rate for each Interest Period, the Interest Payment Dates
and whether a day is a business day. In addition, the calculation agent will
determine whether, if the CMT Rate is not set forth in H.15(519) under the
caption "Treasury constant maturities", a successor publication is available,
whether the CMT Rate has been discontinued or substantially altered, and if the
CMT Rate has been discontinued or substantially altered, the successor or
substitute rate. All determinations made by the calculation agent will be at the
sole discretion of the calculation agent and will, in the absence of manifest
error, be conclusive for all purposes and binding on you and on us. We may
appoint a different calculation agent from time to time after the date of the
relevant terms supplement without your consent and without notifying you.

      The calculation agent will provide written notice to the trustee at its
New York office, on which notice the Trustee may conclusively rely, of the
amount to be paid on each Interest Payment Date on or prior to 11:00 a.m. on the
business day preceding such Interest Payment Date.

      All calculations with respect to the CMT Rate, as well as any successor or
substitute rate calculation described above, will be rounded to the nearest one
hundred-thousandth, with five one-millionths rounded upward (e.g., .876545 would
be rounded to .87655); all dollar amounts related to determination of the
interest payment per $1,000 principal amount note on each Interest Payment Date
and at maturity will be rounded to the nearest ten-thousandth, with five one
hundred-thousandths rounded upward (e.g., .76545 would be rounded up to .7655);
and all dollar amounts paid on the aggregate principal amount of notes per
holder will be rounded to the nearest cent, with one-half cent rounded upward.

Events of Default

      Under the heading "Description of Debt Securities--Events of Default,
Waiver, Debt Securities in Foreign Currencies" in the accompanying prospectus is
a description of events of default relating to debt securities including the
notes.

Payment Upon an Event of Default

      Unless otherwise specified in the relevant terms supplement, in case an
event of default with respect to the notes shall have occurred and be
continuing, the amount declared due and payable per note upon any acceleration
of the notes shall be determined by the calculation agent and shall be an amount
in cash equal to $1,000 per $1,000 principal amount note plus any accrued and
unpaid interest calculated as if the date of acceleration were the maturity
date. In such case, interest will be calculated on the basis of a 360-day year
and the actual number of days in such adjusted Interest Period and will be based
on the CMT Rate on the Determination Date immediately preceding such adjusted
Interest Period, unless otherwise specified in the relevant terms supplement.

      If the maturity of the notes is accelerated because of an event of default
as described above, we shall, or shall cause the calculation agent to, provide
written notice to the trustee at its New York office, on which notice the
trustee may conclusively rely, and to DTC of the cash amount due with respect to
the notes as promptly as possible and in no event later than two business days
after the date of acceleration.

Modification

      Under the heading "Description of Debt Securities--Modification of the
Indenture; Waiver of Compliance" in the accompanying prospectus is a description
of when the consent of each affected holder of debt securities is required to
modify the indenture.


                                      PS-8
<PAGE>

Defeasance

      The provisions described in the accompanying prospectus under the heading
"Description of Debt Securities--Discharge, Defeasance and Covenant Defeasance"
are not applicable to the notes, unless otherwise specified in the applicable
terms supplement.

Listing

      The notes will not be listed on any securities exchange, unless otherwise
specified in the applicable terms supplement.

Book-Entry Only Issuance--The Depository Trust Company

      The Depository Trust Company, or DTC, will act as securities depositary
for the notes. The notes will be issued only as fully-registered securities
registered in the name of Cede & Co. (DTC's nominee). One or more
fully-registered global notes certificates, representing the total aggregate
principal amount of the notes, will be issued and will be deposited with DTC.
See the descriptions contained in the accompanying prospectus supplement under
the headings "Description of Notes--Forms of Notes" and "The Depositary."

Registrar, Transfer Agent and Paying Agent

      Payment of amounts due at maturity on the notes will be payable and the
transfer of the notes will be registrable at the principal corporate trust
office of JPMorgan Chase Bank, National Association ("JPMorgan Chase Bank") in
The City of New York.

      JPMorgan Chase Bank or one of its affiliates will act as registrar and
transfer agent for the notes. JPMorgan Chase Bank will also act as paying agent
and may designate additional paying agents.

      Registration of transfers of the notes will be effected without charge by
or on behalf of JPMorgan Chase Bank, but upon payment (with the giving of such
indemnity as JPMorgan Chase Bank may require) in respect of any tax or other
governmental charges that may be imposed in relation to it.

Governing Law

      The notes will be governed by and interpreted in accordance with the laws
of the State of New York.


                                      PS-9
<PAGE>

                  CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

      Except as otherwise provided in the applicable terms supplement, Davis
Polk & Wardwell, our special tax counsel, is of the opinion that the notes will
be treated as "variable rate debt instruments" for U.S. federal income tax
purposes. The opinion of Davis Polk & Wardwell is conditioned on their receipt
of certain factual representations from us at the time of the relevant offering.
Accordingly, interest paid on the notes will generally be taxable to you as
ordinary interest income at the time it accrues or is received in accordance
with your method of accounting for U.S. federal income tax purposes. In general,
gain or loss realized on the sale, exchange or other disposition of the notes
will be capital gain or loss. See "United States Federal Taxation" in the
accompanying prospectus supplement for additional discussion regarding the
United States federal income tax treatment of the notes.

                                  UNDERWRITING

      Under the terms and subject to the conditions contained in the Master
Agency Agreement entered into between JPMorgan Chase & Co. and J.P. Morgan
Securities Inc. as agent (the "Agent" or "JPMSI"), acting as principal for its
own account, has agreed to purchase, and we have agreed to sell, the principal
amount of notes set forth on the cover page of the relevant terms supplement.
JPMSI proposes initially to offer the notes directly to the public at the public
offering price set forth on the cover page of the relevant terms supplement.
JPMSI will allow a concession to other dealers in the amount set forth on the
cover page of the relevant terms supplement. After the initial offering of the
notes, the Agent may vary the offering price and other selling terms from time
to time.

      We own, directly or indirectly, all of the outstanding equity securities
of JPMSI. 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.

      JPMSI may act as principal or agent in connection with offers and sales of
the notes in the secondary market. Secondary market offers and sales will be
made at prices related to market prices at the time of such offer or sale;
accordingly, the Agent may change the public offering price, concession and
discount after the offering has been completed.

      In order to facilitate the offering of the notes, JPMSI may engage in
transactions that stabilize, maintain or otherwise affect the price of the
notes. Specifically, JPMSI may sell more notes than it is obligated to purchase
in connection with the offering, creating a naked short position in the notes
for its own account. JPMSI must close out any naked short position by purchasing
the notes in the open market. A naked short position is more likely to be
created if JPMSI is concerned that there may be downward pressure on the price
of the notes in the open market after pricing that could adversely affect
investors who purchase in the offering. As an additional means of facilitating
the offering, JPMSI may bid for, and purchase, notes in the open market to
stabilize the price of the notes. Any of these activities may raise or maintain
the market price of the notes above independent market levels or prevent or
retard a decline in the market price of the notes. JPMSI is not required to
engage in these activities, and may end any of these activities at any time.

      No action has been or will be taken by us, the Agent or any dealer that
would permit a public offering of the notes or possession or distribution of
this product supplement no. 4-I or the accompanying prospectus supplement,
prospectus or terms supplement, other than in the United States, where action
for that purpose is required. No offers, sales or deliveries of the notes, or
distribution of this product supplement no. 4-I or the accompanying prospectus
supplement, prospectus or terms supplement or any other offering material
relating to the notes, may be made in or from any jurisdiction except in


                                     PS-10
<PAGE>

circumstances which will result in compliance with any applicable laws and
regulations and will not impose any obligations on us, the Agent or any dealer.

      The Agent has represented and agreed, and each dealer through which we may
offer the notes has represented and agreed, that it (i) will comply with all
applicable laws and regulations in force in each non-U.S. jurisdiction in which
it purchases, offers, sells or delivers the notes or possesses or distributes
this product supplement no. 4-I and the accompanying prospectus supplement,
prospectus and terms supplement and (ii) will obtain any consent, approval or
permission required by it for the purchase, offer or sale by it of the notes
under the laws and regulations in force in each non-U.S. jurisdiction to which
it is subject or in which it makes purchases, offers or sales of the notes. We
shall not have responsibility for the Agent's or any dealer's compliance with
the applicable laws and regulations or obtaining any required consent, approval
or permission.

      The notes are not and will not be authorized by the Comision Nacional de
Valores for public offer in Argentina and may thus not be offered or sold to the
public at large or to sectors or specific groups thereof by any means, including
but not limited to personal offerings, written materials, advertisements or the
media, in circumstances which constitute a public offering of securities under
Argentine Law No. 17,811, as amended.

      The notes have not been and will not be registered with the "Comissao de
Valores Mobiliarios" - the Brazilian Securities and Exchange Commission ("CVM")
and accordingly, the notes may not be sold, promised to be sold, offered,
solicited, advertised and/or marketed within the Federative Republic of Brazil
in an offering that can be construed as a public offering under CVM Instruction
no. 400, dated December 29, 2003, as amended from time to time.

      The notes have not been registered with the Superintendencia de Valores y
Seguros in Chile and may not be offered or sold publicly in Chile. No offer,
sales or deliveries of the notes, or distribution of this product supplement no.
4-I or the accompanying prospectus supplement, prospectus or terms supplement
may be made in or from Chile except in circumstances which will result in
compliance with any applicable Chilean laws and regulations.

      The notes have not been, and will not be, registered with the National
Registry of Securities maintained by the Mexican National Banking and Securities
Commission nor with the Mexican Stock Exchange and may not be offered or sold
publicly in the United Mexican States. This product supplement no. 4-I and the
accompanying prospectus supplement, prospectus and terms supplement may not be
publicly distributed in the United Mexican States.

      Unless otherwise specified in the applicable terms supplement, the
settlement date for the notes will be the third business day following the
pricing date (which is referred to as a "T+3" settlement cycle).


                                     PS-11
<PAGE>

                      BENEFIT PLAN INVESTOR CONSIDERATIONS

      A fiduciary of a pension, profit-sharing or other employee benefit plan
subject to the Employment Retirement Income Security Act of 1974, as amended
("ERISA"), including entities such as collective investment funds, partnerships
and separate accounts whose underlying assets include the assets of such plans
(collectively, "ERISA Plans") should consider the fiduciary standards of ERISA
in the context of the ERISA Plans' particular circumstances before authorizing
an investment in the notes. Among other factors, the fiduciary should consider
whether the investment would satisfy the prudence and diversification
requirements of ERISA and would be consistent with the documents and instruments
governing the ERISA Plan.

      Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans, as
well as individual retirement accounts and Keogh plans subject to Section 4975
of the Code (together with ERISA Plans, "Plans"), from engaging in certain
transactions involving the "plan assets" with persons who are "parties in
interest" under ERISA or "disqualified persons" under the Code ("Parties in
Interest") with respect to such Plans. As a result of our business, we are a
Party in Interest with respect to many Plans. Where we are a Party in Interest
with respect to a Plan (either directly or by reason of ownership of our
subsidiaries), the purchase and holding of the notes by or on behalf of the Plan
would be a prohibited transaction under Section 406(a)(1) of ERISA and Section
4975(c)(1) of the Code, unless exemptive relief were available under an
applicable administrative exemption (as described below) or there was some other
basis on which the transaction was not prohibited.

      Accordingly, the notes may not be purchased or held by any Plan, any
entity whose underlying assets include "plan assets" by reason of any Plan's
investment in the entity (a "Plan Asset Entity") or any person investing "plan
assets" of any Plan, unless such purchaser or holder is eligible for the
exemptive relief available under Prohibited Transaction Class Exemption ("PTCE")
96-23, 95-60, 91-38, 90-1 or 84-14 issued by the U.S. Department of Labor or
there was some other basis on which the purchase and holding of the notes is not
prohibited. Each purchaser or holder of the notes or any interest therein will
be deemed to have represented by its purchase of the notes that (a) its purchase
and holding of the notes is not made on behalf of or with "plan assets" of any
Plan or (b) its purchase and holding of the notes will not result in a
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or
there is some other basis on which such purchase and holding is not prohibited.

      Employee benefit plans that are governmental plans (as defined in Section
3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and
non-U.S. plans (as described in Section 4(b)(4) of ERISA) are not subject to
these "prohibited transaction" rules of ERISA or Section 4975 of the Code, but
may be subject to similar rules under other applicable laws or documents
("Similar Laws"). Accordingly, each purchaser or holder of the notes shall be
required to represent (and deemed to constitute a representation) that such
purchase and holding is not prohibited under applicable Similar Laws or rules.

      Due to the complexity of the applicable rules, it is particularly
important that fiduciaries or other persons considering purchasing the notes on
behalf of or with "plan assets" of any Plan consult with their counsel regarding
the relevant provisions of ERISA, the Code or any Similar Laws and the
availability of exemptive relief under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14
or some other basis on which the acquisition and holding is not prohibited.

      Each purchaser and holder of the notes has exclusive responsibility for
ensuring that its purchase and holding of the notes does not violate the
fiduciary or prohibited transaction rules of ERISA, the Code or any Similar
Laws. The sale of any notes to any Plan is in no respect a representation by us
or any of our affiliates or representatives that such an investment meets all
relevant legal requirements with respect to investments by Plans generally or
any particular Plan, or that such an investment is appropriate for Plans
generally or any particular Plan.


                                     PS-12
</TEXT>
</DOCUMENT>
