<DOCUMENT>
<TYPE>424B2
<SEQUENCE>1
<FILENAME>e23044-424b2.txt
<DESCRIPTION>PRICING SUPPLEMENT
<TEXT>
                         CALCULATION OF REGISTRATION FEE

                                                    Maximum          Amount of
Title of Each Class of                              Aggregate      Registration
Securities Offered                               Offering Price      Fee(1)(2)
----------------------------------------------   --------------    ------------

Notes.........................................     $8,226,000         $880.18

----------
(1)   Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

(2)   Pursuant to Rule 457(p) under the Securities Act of 1933, a filing fee of
      $665,574.67 has already been paid with respect to unsold securities that
      were previously registered pursuant to a Registration Statement on Form
      S-3 (No. 333-130039) filed by JPMorgan Chase & Co. on December 1, 2005,
      and is being carried forward, of which $880.18 is offset against the
      registration fee due for this offering and of which $664,662.39 remains
      available for future registration fees. No additional registration fee has
      been paid with respect to this offering.

<PAGE>

PRICING SUPPLEMENT                                   Pricing Supplement No. 2 to
(TO PROSPECTUS DATED DECEMBER 1, 2005      Registration Statement No. 333-130051
AND PROSPECTUS SUPPLEMENT DATED DECEMBER 1, 2005)        Dated December 16, 2005
                                                                  Rule 424(b)(2)
JPMorgan Chase [Logo]

$8,226,000
JPMorgan Chase & Co.
Annual Review Notes Linked to the Nikkei 225 Index due January 16, 2009

General
-------

o     Senior unsecured  obligations of JPMorgan Chase & Co. maturing January 16,
      2009 (subject to certain market disruption events).

o     Payment linked to the Nikkei 225 Index as described below.

o     Automatic call feature  triggers  mandatory  redemption at a premium above
      the  principal  amount of the notes if the Index  closing  level on any of
      three Review Dates is greater than or equal to the Initial Index Level. If
      the notes are called,  you will receive the  applicable  call price as the
      final payment on the notes.

o     If an automatic call is not triggered, your principal is protected against
      up to a 15%  decline  in the Index  from the  Initial  Index  Level to the
      Ending Index Level.  You will lose 1.1765% of the principal amount of your
      notes for every 1% decline of the Index  beyond 15%.  You may lose some or
      all of your investment.

o     For  important  information  about tax  consequences,  see  "Certain  U.S.
      Federal Income Tax Consequences" beginning on page PS-22.

o     Minimum  denominations  of $50,000  and  integral  multiples  of $1,000 in
      excess thereof.

o     The notes  priced on December  16,  2005 and are  expected to settle on or
      about December 23, 2005.

o     Investing in the notes is not  equivalent to investing in the Index or any
      of its component stocks.

Key Terms
---------

Index:                        Nikkei 225 Index (the "Index").

Automatic Call:               If the Index  closing level on any of three Review
                              Dates is  greater  than or  equal  to the  Initial
                              Index  Level,  the  notes  will  be  automatically
                              called for a cash  payment per note that will vary
                              depending on the Review Date.

Payment if Called:            For every $1,000  principal  amount note, you will
                              receive $1,000 plus:

                              o 13.20% x  $1,000  if the  notes  are  called  on
                                January 9, 2007 (the first Review Date)

                              o 26.40% x  $1,000  if the  notes  are  called  on
                                January 9, 2008 (the second Review Date)

                              o 39.60% x  $1,000  if the  notes  are  called  on
                                January 9, 2009 (the final Review Date)

Payment at Maturity:          If  the  notes  are  not  called  and a  mandatory
                              redemption  is not  triggered,  your  principal is
                              protected  against  up to a  15%  decline  in  the
                              Index. If the Ending Index Level declines by up to
                              15% from the Initial Index Level, you will receive
                              the principal amount of your notes at maturity. If
                              the Ending Index Level  declines by more than 15%,
                              you will lose 1.1765% of the  principal  amount of
                              your  notes for  every 1% that the Index  declines
                              beyond  15% and  your  final  payment  per  $1,000
                              principal   amount  note  will  be  calculated  as
                              follows:

                               $1,000 + ($1,000 x (Index Return + 15%) x 1.1765)

                              Assuming  the notes are not called,  you will lose
                              some or all of your  investment at maturity if the
                              Index level has declined by more than 15%.

Index Return:                 Ending Index Level - Initial Index Level
                              ----------------------------------------
                                        Initial Index Level

Initial Index Level:          The Index closing level on the pricing date, which
                              was 15173.07.

Ending Index Level:           The Index closing level on the final Review Date.

Review Dates:                 January 9, 2007*,  January 9, 2008* and January 9,
                              2009*.

*     Subject to postponement in the event of a market  disruption  event and as
      described under "Description of Notes - Automatic Call."

Investing  in the Annual  Review  Notes  involves  a number of risks.  See "Risk
Factors" beginning on page PS-8.

Employees of JPMorgan  Chase & Co. and its affiliates  have  purchased  $500,000
aggregate principal amount of the notes.

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  pricing  supplement  or the  accompanying  prospectus
supplement  and  prospectus.  Any  representation  to the contrary is a criminal
offense.

================================================================================
                                     Price to      JPMSI's          Proceeds
                                     Public        Commission (1)   to Us
--------------------------------------------------------------------------------
  Per note                           $1,000        $31              $969
--------------------------------------------------------------------------------
  Total                              $8,226,000    $255,006         $7,970,994
--------------------------------------------------------------------------------

(1) J.P. Morgan Securities Inc., whom we refer to as JPMSI,  acting as agent for
JPMorgan  Chase & Co., will receive a commission of $31.00 per $1,000  principal
amount note and will use a portion of that commission to pay selling concessions
to other dealers of $15.00 per $1,000 principal amount note. See  "Underwriting"
beginning on page PS-24.

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.

JPMSI may act as principal or agent in  connection  with offers and sales of the
notes in the  secondary  market.  Secondary  market sales will be made at prices
related to market prices at the time of sale.

                                    JPMorgan

December 16, 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  pricing
supplement nor the accompanying  prospectus supplement or prospectus 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 pricing  supplement nor the
accompanying  prospectus  supplement or prospectus  nor any sale made  hereunder
implies that there has been no change in our affairs or that the  information in
this  pricing  supplement  and  the  accompanying   prospectus   supplement  and
prospectus 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 pricing
supplement  and the  accompanying  prospectus  supplement and prospectus 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 pricing  supplement or
the  accompanying  prospectus  supplement or prospectus,  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  pricing  supplement  and  the
accompanying   prospectus   supplement   and  prospectus  may  not  be  publicly
distributed in the United Mexican States.

<PAGE>

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

                                     SUMMARY

      The  following  summary  describes  the  notes we are  offering  to you in
general terms only. You should read the summary  together with the more detailed
information   contained  in  the  rest  of  this  pricing   supplement  and  the
accompanying   prospectus  supplement  and  prospectus.   You  should  carefully
consider,  among other things,  the matters set forth in "Risk  Factors," as the
notes involve risks not associated with  conventional  debt securities.  We urge
you to consult your investment, legal, tax, accounting and other advisers before
you invest in the notes.

What are the Annual Review Notes?

      The Annual Review Notes are senior unsecured obligations of JPMorgan Chase
& Co.  ("JPMorgan  Chase")  that are linked to the Nikkei 225 Index as described
below.  The  notes  do not pay  interest  and do not  guarantee  any  return  of
principal at, or prior to, maturity. Instead, you will receive a payment in cash
the timing and amount of which will vary  depending  on the  performance  of the
Index, as described below, and whether the notes are automatically  called prior
to maturity.

      The notes will be automatically  called and a mandatory redemption will be
triggered if the Index  closing level on any of the three Review Dates is either
greater than or equal to the Initial Index Level. The Index closing level on any
trading day will equal the closing level of the Index or any successor index (as
defined in this pricing  supplement)  or  alternative  calculation  of the Index
described under "The Nikkei 225 Index - Discontinuation of the Nikkei 225 Index;
Alteration of Method of  Calculation" at the regular  official  weekday close of
the  principal  trading  session of the Tokyo  Stock  Exchange  or the  relevant
exchange or market for the successor index.

      If the notes are called, you will receive the applicable call price as the
final payment on the notes. The applicable call price will vary depending on the
Review Date:

            o     If the Index  closing  level on  January  9,  2007 (the  first
                  Review  Date) is greater  than or equal to the  Initial  Index
                  Level,  we will redeem each $1,000  principal  amount note for
                  $1,132.00 (113.20% of the principal amount);

            o     If the Index  closing  level on  January  9, 2008 (the  second
                  Review  Date) is greater  than or equal to the  Initial  Index
                  Level,  we will redeem each $1,000  principal  amount note for
                  $1,264.00 (126.40% of the principal amount); and

            o     If the Index  closing  level on  January  9,  2009 (the  final
                  Review  Date) is greater  than or equal to the  Initial  Index
                  Level,  we will redeem each $1,000  principal  amount note for
                  $1,396.00 (139.60% of the principal amount).

      If the notes are automatically  called on the first or second Review Date,
we will redeem each note and pay the call price on the sixth  business day after
the applicable Review Date. If the notes are  automatically  called on the final
Review  Date,  we will redeem  each note and pay the call price on the  maturity
date.

      The maturity date for the notes is January 16, 2009, subject to adjustment
as  described  in this  pricing  supplement.  If the notes are not  called and a
mandatory redemption is not triggered and the Ending Index Level declines by 15%
or less as compared to the Initial  Index Level,  you will receive the principal
amount of your notes at maturity. That means your principal is protected against
up to a 15% decline in the Index.  If the Ending  Index  Level  declines by more
than 15%,  the  payment  amount at  maturity  of your  notes  will be reduced by
1.1765%  for  every  1%  that  the  Index  declines   beyond  15%.  Under  these
circumstances,  payment at  maturity  per $1,000  principal  amount note will be
calculated as follows:

                $1,000 + ($1,000 x (Index Return + 15%) x 1.1765)

Assuming the notes are not called,  you will lose some or all of your investment
at maturity if the Index Return reflects a decline of more than 15%.

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


                                      PS-1

<PAGE>

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

      The  Index  Return,  as  calculated  by  the  calculation  agent,  is  the
percentage  change of the Index  calculated by comparing the Index closing level
on the final Review Date (the "Ending  Index  Level") to the Index closing level
on the pricing date,  which was 15173.07 (the "Initial Index Level").  The Index
Return may be positive or negative, and is calculated as follows:

                              Ending Index Level - Initial Index Level
             Index Return = -------------------------------------------
                                        Initial Index Level

What is the Nikkei 225 Index?

      The Nikkei  Stock  Average  (the  "Nikkei  225  Index")  is a stock  index
published by Nihon Keizai  Shimbun,  Inc.  ("NKS") that  measures the  composite
price  performance  of 225 common stocks traded on the Tokyo Stock Exchange (the
"TSE")  representing  a  broad  cross  section  of  Japanese  industry.  All 225
underlying stocks are listed in the First Section of the TSE and, therefore, are
among the most  actively  traded  stocks on the TSE.  The  Nikkei 225 Index is a
modified,  price-weighted  Index, which means that a stock's weight in the Index
is based on its price per share rather than the total market  capitalization  of
the issuer of that  stock.  NKS may from time to time,  in its sole  discretion,
change the companies included in the Index.  However,  to maintain continuity in
the Index,  the policy of NKS is generally not to alter the  composition  of the
Index except when a stock is deleted in accordance with certain criteria.

      An  investment  in the  notes  does not  reflect  a direct  investment  in
Japanese  yen.  Thus,  although the level of the Nikkei 225 Index may  generally
fluctuate  because of various economic factors,  including  without  limitation,
currency movement or foreign exchange rates, the notes are not otherwise subject
to currency  conversion,  direct fluctuation due to currency movement or foreign
exchange  rates.  For  additional  discussion of the Nikkei 225 Index,  see "The
Nikkei 225 Index."

Selected Purchase Considerations

      o     POTENTIAL FOR  APPRECIATION OF THE NOTE - If the Index closing level
            is  greater  than or equal to the  Initial  Index  Level on a Review
            Date,  your  investment  will  yield  a  final  payment  per  $1,000
            principal amount note of $1,000 plus:

            o     13.20% x $1,000 if the notes  are  called on the first  Review
                  Date

            o     26.40% x $1,000 if the notes are called on the  second  Review
                  Date

            o     39.60% x $1,000 if the notes  are  called on the final  Review
                  Date

      o     POTENTIAL EARLY EXIT WITH APPRECIATION AS A RESULT OF AUTOMATIC CALL
            FEATURE - While the original term of the notes is just over 3 years,
            the notes  will be  automatically  called and  subject to  mandatory
            redemption  prior to the maturity date if the Index closing level is
            greater than or equal to the Initial Index Level on a Review Date.

      o     LIMITED  PROTECTION  AGAINST  LOSS - If the  notes  are not  called,
            payment  at  maturity  of  the  principal  amount  of the  notes  is
            protected against a decline in the Ending Index Level as compared to
            the  Initial  Index  Level of up to 15%.  You will lose  1.1765%  of
            principal  of the  notes at  maturity  for  every 1% that the  Index
            declines below 15%. For example,  if the Ending Index Level declines
            by 20% as compared to the Initial Index Level, you will lose 5.8825%
            (or 1.1765 x 5%) of the principal  amount of your notes at maturity.
            As a result,  assuming the notes are not called,  you will lose some
            or all of your  investment if the Index Return reflects a decline of
            more than 15%.

      o     DIVERSIFICATION  OF NIKKEI  225  INDEX - The  return on the notes is
            linked to the  performance of the Nikkei 225 Index which consists of
            225 stocks listed on the First Section of the Tokyo Stock  Exchange.
            The Nikkei  225 Index is a  price-weighted  average of 225  Japanese
            companies representing a broad cross-section of Japanese industries.
            The mix of  components  which  comprise  the  Nikkei  225  Index are
            rebalanced  from time to time to assure that all issues in the Index
            are both  highly  liquid and  representative  of Japan's  industrial
            structure.

      o     CAPITAL  GAINS TAX TREATMENT - If you hold the notes for more than a
            year,  your gain or loss on the notes should be treated as long term
            capital gain or loss.  However,  alternative  characterizations  are

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


                                      PS-2

<PAGE>

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

            possible,  which could affect the timing and character of any income
            or loss on the notes.  See "Tax Treatment" and "Certain U.S. Federal
            Income Tax Consequences" below for more detailed information.

      o     MINIMUM  PURCHASE  REQUIREMENT - You can purchase notes in a minimum
            investment  amount  of  $50,000  and  integral  multiples  of $1,000
            thereafter.

Selected Risk Considerations

      An investment in the Annual Review Notes involves significant risks. These
risks are explained in more detail in the "Risk Factors" section of this pricing
supplement.

      o     YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS - If the notes are
            not automatically called and the Ending Index Level declines by more
            than 15% compared to the Initial Index Level,  you will lose some or
            all of your investment. In this event, you will lose 1.1765% of your
            principal  amount for every 1% decline  in the  Ending  Index  Level
            compared to the Initial Index Level beyond 15%.

      o     LIMITED  RETURN ON THE  NOTES - Your  investment  in the notes  will
            result  in a gain if the  Index  closing  level on any of the  three
            Review  Dates is greater  than or equal to the Initial  Index Level.
            The  amount  of  this  gain  will  be  limited   regardless  of  the
            appreciation  in the Index,  which may be  significant.  Because the
            Index  closing  level at various  times during the term of the notes
            could be higher than on the Review  Dates and at  maturity,  you may
            receive a lower  payment upon an automatic  call or at maturity,  as
            the case may be, than you would have if you invested directly in the
            Index.

      o     NO INTEREST OR DIVIDEND  PAYMENTS OR VOTING  RIGHTS - As a holder of
            the notes, you will not receive interest payments,  and you will not
            have  voting  rights or rights to receive  cash  dividends  or other
            distributions  or other rights that holders of securities  composing
            the Nikkei 225 Index would have.

      o     LACK OF  LIQUIDITY - The notes will not be listed on any  securities
            exchange.  J.P. Morgan  Securities Inc. intends to offer to purchase
            the notes in the  secondary  market but is not required to do so. If
            you  are  an  employee  of  JPMorgan  Chase  & Co.  or  one  of  its
            affiliates,  you may not be able to purchase these notes from us and
            your  ability to sell or trade these notes in the  secondary  market
            may be limited.

      o     POTENTIAL  CONFLICTS - We and our affiliates play a variety of roles
            in connection  with the issuance of the notes,  including  acting as
            calculation  agent and hedging our  obligations  under the notes. In
            performing these duties,  the economic  interests of the calculation
            agent and other  affiliates of ours are potentially  adverse to your
            interests as an investor in the notes.

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


                                      PS-3

<PAGE>

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

What is the Total  Return on the Notes if  Automatically  Called and Redeemed or
Upon Payment at Maturity, Assuming a Range of Performance for the Index?

      The  following  table  illustrates  the  hypothetical  simple total return
(i.e.,  not compounded) on the notes for a range of movements in the Index.  The
table and graph assume that the  percentages  used to  calculate  the call price
applicable to the first,  second and final Review Dates are 13.20%,  26.40%, and
39.60%,  respectively.  There  will be only one  payment  on the  notes  whether
automatically called or at maturity. For example, if the notes are automatically
called on the first Review Date,  you will  receive your  principal  amount plus
13.20% of the  principal  amount,  but not  26.40%  or  39.60% of the  principal
amount,  which would apply if the notes were called on a later Review Date.  The
table below assumes an Initial Index Level of 15200.  The  hypothetical  returns
set forth  below are for  illustrative  purposes  only and may not be the actual
returns applicable to a purchaser of the notes.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
  Index Level         Index Level             Total                Total                Total
 at Review Date      Appreciation/          Return at            Return at            Return at
                   (Depreciation) at          First               Second                Final
                      Review Date         Review Date*         Review Date*         Review Date*
------------------------------------------------------------------------------------------------
<S>                       <C>                 <C>                  <C>                  <C>
    27360                 80%                 13.20%               26.40%               39.60%
------------------------------------------------------------------------------------------------
    25840                 70%                 13.20%               26.40%               39.60%
------------------------------------------------------------------------------------------------
    24320                 60%                 13.20%               26.40%               39.60%
------------------------------------------------------------------------------------------------
    22800                 50%                 13.20%               26.40%               39.60%
------------------------------------------------------------------------------------------------
    21280                 40%                 13.20%               26.40%               39.60%
------------------------------------------------------------------------------------------------
    19760                 30%                 13.20%               26.40%               39.60%
------------------------------------------------------------------------------------------------
    18240                 20%                 13.20%               26.40%               39.60%
------------------------------------------------------------------------------------------------
    16720                 10%                 13.20%               26.40%               39.60%
------------------------------------------------------------------------------------------------
    15200                  0%                 13.20%               26.40%               39.60%
------------------------------------------------------------------------------------------------
    15184.8              -0.1%                 N/A                  N/A                  0.00%
------------------------------------------------------------------------------------------------
    13680                -10%                  N/A                  N/A                  0.00%
------------------------------------------------------------------------------------------------
    12920                -15%                  N/A                  N/A                  0.00%
------------------------------------------------------------------------------------------------
    12160                -20%                  N/A                  N/A                 -5.88%
------------------------------------------------------------------------------------------------
    10640                -30%                  N/A                  N/A                -17.65%
------------------------------------------------------------------------------------------------
     9120                -40%                  N/A                  N/A                -29.41%
------------------------------------------------------------------------------------------------
     7600                -50%                  N/A                  N/A                -41.18%
------------------------------------------------------------------------------------------------
     6080                -60%                  N/A                  N/A                -52.94%
------------------------------------------------------------------------------------------------
     4560                -70%                  N/A                  N/A                -64.71%
------------------------------------------------------------------------------------------------
     3040                -80%                  N/A                  N/A                -76.47%
------------------------------------------------------------------------------------------------
     1520                -90%                  N/A                  N/A                -88.24%
------------------------------------------------------------------------------------------------
       0                -100%                  N/A                  N/A               -100.00%
------------------------------------------------------------------------------------------------
</TABLE>

      *Return  figures  represent the total return that would be realized in the
year of the applicable  Review Date assuming  appreciation  of the Index closing
level as shown in the "Index  Appreciation/(Depreciation) at Review Date" column
in that year.  Only one total return will apply to the notes.  An entry of "N/A"
indicates that the notes would not be called on the  applicable  Review Date and
no payment would be made for such date.

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


                                      PS-4

<PAGE>

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

     The following graph illustrates the hypothetical simple return (i.e., not
compounded) on the notes for a range of movements in the Index. There will be
only one payment on the notes whether automatically called or at maturity. The
amount of any return on your investment in this hypothetical chart applicable to
the first, second and final Review Dates is 13.20%, 26.40%, and 39.60%,
respectively, regardless of the appreciation of the Index, which may be
significant. As a result, you may receive a lower payment upon automatic call or
at maturity, as the case may be, than you would have received if you invested
directly in the Index. The hypothetical returns set forth below are for
illustrative purposes only and may not be the actual returns applicable to a
purchaser of the notes.

  [The following table is represented by a line chart in the printed material.]

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
                   Total Return
                     on Direct           Total               Total               Total
                   Investment in       Return at           Return at           Return at
                   the Index at          First              Second               Final
  Index Return      Review Date       Review Date*        Review Date*        Review Date*
------------------------------------------------------------------------------------------
       <S>              <C>               <C>                 <C>                 <C>
       80%              80%               13.20%              26.40%              39.60%
------------------------------------------------------------------------------------------
       70%              70%              13.20%              26.40%              39.60%
------------------------------------------------------------------------------------------
       60%              60%              13.20%              26.40%              39.60%
------------------------------------------------------------------------------------------
       50%              50%              13.20%              26.40%              39.60%
------------------------------------------------------------------------------------------
       40%              40%              13.20%              26.40%              39.60%
------------------------------------------------------------------------------------------
       30%              30%              13.20%              26.40%              39.60%
------------------------------------------------------------------------------------------
       20%              20%              13.20%              26.40%              39.60%
------------------------------------------------------------------------------------------
       10%              10%              13.20%              26.40%              39.60%
------------------------------------------------------------------------------------------
       0%                0%              13.20%              26.40%              39.60%
------------------------------------------------------------------------------------------
      -0.1%            -0.1%               n/a                 n/a                0.00%
------------------------------------------------------------------------------------------
      -10%             -10%                n/a                 n/a                0.00%
------------------------------------------------------------------------------------------
      -15%             -15%                n/a                 n/a                0.00%
------------------------------------------------------------------------------------------
      -20%             -20%                n/a                 n/a               -5.88%
------------------------------------------------------------------------------------------
      -30%             -30%                n/a                 n/a               -17.65%
------------------------------------------------------------------------------------------
      -40%             -40%                n/a                 n/a               -29.41%
------------------------------------------------------------------------------------------
      -50%             -50%                n/a                 n/a               -41.18%
------------------------------------------------------------------------------------------
      -60%             -60%                n/a                 n/a               -52.94%
------------------------------------------------------------------------------------------
      -70%             -70%                n/a                 n/a               -64.71%
------------------------------------------------------------------------------------------
      -80%             -80%                n/a                 n/a               -76.47%
------------------------------------------------------------------------------------------
      -90%             -90%                n/a                 n/a               -88.24%
------------------------------------------------------------------------------------------
      -100%           -100%                n/a                 n/a              -100.00%
------------------------------------------------------------------------------------------
</TABLE>

Hypothetical Examples of Amounts Payable At Maturity

      The following examples  illustrate the total simple return on the notes on
a  hypothetical  investment  of $1,000 under  various  scenarios.  Each scenario
assumes a hypothetical  Initial Index Level of 15200 and that the notes are held
to maturity. The examples assume that the percentages used to calculate the call
price applicable to the first, second and final Review Dates are 13.20%, 26.40%,
and 39.60%,  respectively.  The examples are simplified and the calculations are
rounded for ease of analysis.

<TABLE>
<CAPTION>
                                          Example #1           Example #2          Example #3
                                          ----------           ----------          ----------
<S>                                          <C>                 <C>                 <C>
Initial Index Level                          15200               15200               15200
Index Closing Level on the first
Review Date                                  15500               15155               15140
Automatic Call?                               Yes                  No                  No
Payment                                    $1,132.00              N/A                 N/A
Index Closing Level on the second
Review Date                                   N/A                15175               15030
Automatic Call?                               N/A                  No                  No
Payment                                       N/A                 N/A                 N/A
Ending Index Level on the final
Review Date                                   N/A                13980                9880
Automatic Call?                               N/A                  No                  No
Index Return                                  N/A                 -8%                 -35%
Payment Per Note at Maturity                  N/A              $1,000.00            $764.70
</TABLE>

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


                                      PS-5

<PAGE>

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

      Example 1: The level of the Index  increases  from the Initial Index Level
of 15200 to an Index closing level of 15500 on the first Review Date.

                                                [15500 - 15200]
            Index Return on first Review Date = --------------- = 2%
                                                [    15200    ]

      Payment  upon call on first Review Date per $1,000 note = $1,000 + ($1,000
x 13.20%) = $1,132.00

      Because  the  Index  closing  level on the first  Review  Date of 15500 is
greater  than the  Initial  Index  Level of 15200,  the notes are  automatically
called, a mandatory  redemption is triggered and the investor  receives a single
payment of $1,132.00 per $1,000 principal amount note.

      Example 2: The level of the Index  decreases  from the Initial Index Level
of 15200 to an Index closing  level of 15155 on the first Review Date,  15175 on
the second Review Date, and 13980 on the final Review Date.

                                                [13980 - 15200]
            Index Return on final Review Date = --------------- = -8%
                                                [    15200    ]

      Payment at maturity per $1,000 note = $1,000

      Because the Index closing level on each of the Review Dates (15155,  15175
and  13980) is less than the  Initial  Index  Level of 15200,  the notes are not
automatically  called and a mandatory  redemption is not triggered.  Because the
Ending  Index Level has not  declined  by more than 15% from the  Initial  Index
Level,  the  payment at maturity  is the  principal  amount of $1,000 per $1,000
principal amount note.

      Example 3: The level of the Index  decreases  from the Initial Index Level
of 15200 to an Index closing  level of 15140 on the first Review Date,  15030 on
the second Review Date, and 9880 on the final Review Date.

                                                [9880 - 15200]
            Index Return on final Review Date = -------------- = -35%
                                                [   15200    ]

      Payment at  maturity  per $1,000  note = $1,000 + ($1,000 x (-35% + 15%) x
1.1765) = $764.70

      Because the Index closing level on each of the Review Dates (15140,  15030
and  9880) is less than the  Initial  Index  Level of  15200,  the notes are not
automatically  called and a mandatory  redemption is not triggered.  Because the
Ending Index Level is more than 15% below the Initial Index Level,  the investor
will  receive a payment  that is less than the  principal  amount of each $1,000
principal  amount note. The payment at maturity is $764.70 per $1,000  principal
amount note.

Tax Treatment

      In the opinion of our special tax counsel, Davis Polk & Wardwell, based on
certain factual representations received from us, your purchase and ownership of
the notes should be treated as an "open transaction" for U.S. federal income tax
purposes. If your notes are so treated, you should not be required to accrue any
income during the term of the notes.

      You should recognize  capital gain or loss upon the maturity of your notes
(or  upon the  sale,  exchange  or  other  disposition  of your  notes  prior to
maturity) in an amount equal to the  difference  between the amount  realized at
such time and your tax basis in such  notes,  which  should  equal the price you
paid for them.  Your  capital  gain or loss should be  long-term if your holding
period for the notes at the time they  mature  (or are  otherwise  disposed  of)
exceeds one year.

      Other  characterizations  are possible,  and you are urged to consult your
tax adviser  concerning these  alternative  characterizations,  and to carefully
review the section called "Certain U.S. Federal Income Tax Consequences."

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


                                      PS-6

<PAGE>

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

      YOU ARE URGED TO CONSULT YOUR TAX ADVISER  REGARDING  THE TAX TREATMENT OF
THE NOTES AND  WHETHER A  PURCHASE  OF THE NOTES IS  ADVISABLE  IN LIGHT OF YOUR
PARTICULAR SITUATION.

Historical Performance

      You can review the  historical  performance of the Index under the heading
"The Nikkei 225 Index -- Historical Information" in this pricing supplement.

Listing

      The notes will not be listed on any securities exchange.

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


                                      PS-7

<PAGE>

                                  RISK FACTORS

      Your investment in the notes will involve certain risks.  The notes do not
pay interest or guarantee  any return of  principal  at, or prior to,  maturity.
Investing in the notes is not  equivalent to investing  directly in the Index or
any of the component  stocks of the Index.  In addition,  your investment in the
notes entails other risks not associated with an investment in conventional debt
securities.  You should  consider  carefully the  following  discussion of risks
before you decide that an investment in the notes is suitable for you.

The notes do not pay interest or guarantee return of your investment.

      The notes do not pay interest  and may not return any of your  investment.
If the notes have not been  called,  the  amount  payable  at  maturity  will be
determined pursuant to the terms described in this pricing supplement.  You will
lose some or all of your  investment  at maturity if the Ending  Index Level has
declined, compared to the Initial Index Level, by more than 15%.

The appreciation potential of the notes is limited, and the notes are subject to
an automatic early call.

      Your  investment  in the notes will result in a gain if the Index  closing
level on any of the three  Review  Dates is greater than or equal to the Initial
Index Level.  This gain will be limited  regardless of the  appreciation  of the
Index, which may be significant.  In addition, the automatic call feature of the
notes may shorten the term of your investment.

Your return on the notes will not reflect  dividends on the common stocks of the
companies in the Index.

      Your return on the notes will not reflect the return you would  realize if
you actually owned the common stocks of the companies  included in the Index and
received the dividends paid on those stocks. This is because, assuming the notes
are not called,  the calculation  agent will calculate the amount payable to you
upon  maturity by reference  to the Ending  Index Level.  The Ending Index Level
reflects  the prices of the common  stocks as  calculated  in the Index  without
taking into  consideration  the value of dividends paid on those stocks.  If the
notes are  called,  you will  receive  the  applicable  call  price as the final
payment on the notes,  which does not take into  consideration  the value of the
dividends paid on the stocks of the companies in the Index.

Secondary trading may be limited.

      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.  intends  to 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 transact.  If
at any time J.P. Morgan  Securities Inc. was not acting 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 Index has appreciated
since  the  pricing  date.  The  potential  returns  described  in this  pricing
supplement  assume that your  notes,  which are not  designed  to be  short-term
trading  instruments,  are held to  maturity  unless  automatically  called  and
redeemed prior to maturity.

Prior  to  maturity,   the  value  of  the  notes  may  be  influenced  by  many
unpredictable factors.

      You should not expect the price at which we or our  affiliates are willing
to  repurchase  the notes,  if at all, to vary in  proportion  to changes in the
level of the Index.  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.  We expect that,  generally,  the level of the Index on any day will
affect the value of the notes more than any other single factor.  Other relevant
factors include:

      o     the expected volatility in the Index;

      o     the time left to maturity of the notes;

      o     the dividend rate on the stocks in the Index;


                                      PS-8
<PAGE>

      o     interest and yield rates in the market;

      o     economic, financial,  political,  regulatory or judicial events that
            affect  the  stocks  represented  in  the  Index  or  stock  markets
            generally and which may affect the Index closing level on any Review
            Date; and

      o     our creditworthiness.

      You  cannot  predict  the  future  performance  of the Index  based on its
historical  performance.  The value of the Index may decrease  such that you may
not receive any return of your investment. In addition, we cannot guarantee that
the level of the Index will  increase  during the term of your notes and trigger
an automatic call.

The return for the notes will not be adjusted for changes in exchange rates that
might affect the Index Return.

      Although most of the stocks  comprising the Nikkei 225 Index are traded in
currencies  other  than U.S.  dollars,  and the  notes,  which are linked to the
Nikkei 225 Index,  are  denominated in U.S.  dollars,  the amount payable on the
notes at maturity  will not be adjusted for changes in the exchange rate between
U.S.  dollars and each of the  currencies  upon which the stocks  comprising the
Nikkei  225 Index are  denominated.  Changes in  exchange  rates,  however,  may
reflect changes in various non-U.S.  economies that in turn may affect the Index
Return.  The amount we pay in respect of the notes on the automatic call date or
on the maturity date will be determined solely in accordance with the procedures
described in "Description of Notes -- Automatic Call" and  "Description of Notes
-- Payment at Maturity."

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 on a Review  Date or at  maturity  will be based on the
full principal amount of your notes as described in this pricing 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.

NKS may adjust the Nikkei 225 Index in a way that affects its level, and NKS has
no obligation to consider your interests.

      NKS is responsible  for  calculating and maintaining the Nikkei 225 Index.
NKS can add, delete or substitute the stocks  underlying the Nikkei 225 Index or
make other methodological  changes that could change the level of the Nikkei 225
Index. You should realize that the changing of companies  included in the Nikkei
225 Index may affect the Nikkei 225 Index as a newly  added  company may perform
significantly  better  or worse  than the  company  or  companies  it  replaces.
Additionally, NKS may alter, discontinue or suspend calculation or dissemination
of the Nikkei 225 Index.  Any of these actions could adversely  affect the value
of the notes. NKS has no obligation to consider your interests in calculating or
revising the Nikkei 225 Index.

We are not  affiliated  with any company  included in the Nikkei 225 Index.  You
will have no  shareholder  rights in the  companies  whose  stocks  comprise the
Nikkei 225 Index.

      We are not affiliated with any of the companies whose stock is represented
in the  Nikkei 225 Index.  As a result,  we will have no ability to control  the
actions of such companies,  including actions that could affect the value of the
stocks  underlying the Nikkei 225 Index or your notes. None of the money you pay
us will go to NKS or any of the other companies included in the Nikkei 225 Index
and none of those companies will be involved in the offering of the notes in any
way.  Neither they nor we will have any obligation to consider your interests as
a holder of the notes in taking any  corporate  actions  that  might  affect the
value of your notes.

      As a holder of the  notes,  you will not have  voting  rights or rights to
receive  dividends  or other  distributions  or other rights that holders of the
securities composing the Nikkei 225 Index would have.


                                      PS-9
<PAGE>

We or our affiliates may have adverse  economic  interests to the holders of the
notes.

      J.P. Morgan  Securities Inc. and other affiliates of ours trade the stocks
underlying the Index and other  financial  instruments  related to the Index and
component  stocks of the Index on a regular  basis,  for their  accounts and for
other accounts under their  management.  J.P.  Morgan  Securities Inc. and these
affiliates may also issue or underwrite or assist  unaffiliated  entities in the
issuance or  underwriting  of other  securities  or financial  instruments  with
returns  linked to the  Index.  To the extent  that we or one of our  affiliates
serves  as  issuer,  agent or  underwriter  for  such  securities  or  financial
instruments, our or their interests with respect to such products may be adverse
to those of the  holders of the notes.  Any of these  trading  activities  could
potentially affect the level of Nikkei 225 Index and, accordingly,  could affect
the value of the notes,  the  likelihood  that the notes  will be  automatically
redeemed and the amount, if any, payable to you at maturity.

      We or our affiliates may currently or from time to time engage in business
with companies whose stock is included in the Index,  including  extending loans
to,  making  equity  investments  in, or  providing  advisory  services to them,
including  merger  and  acquisition  advisory  services.  In the  course of this
business,  we or our affiliates  may acquire  non-public  information  about the
companies,  and we will not disclose any such  information  to you. In addition,
one or more of our affiliates may publish  research  reports about the companies
whose stock is included in the Index. Any prospective  purchaser of notes should
undertake an independent  investigation  of each company whose stock is included
in the Index as in its judgment is appropriate to make an informed decision with
respect to an investment in the notes.

      Additionally,  we or one of our affiliates  may serve as issuer,  agent or
underwriter for additional  issuances of notes with returns linked or related to
changes  in the level of the Index or the stocks  that  comprise  the Index.  By
introducing competing products into the marketplace in this manner, we or one or
more of our affiliates could adversely affect the value of the notes.

      We may have  hedged  our  obligations  under  the  notes  through  certain
affiliates, who would expect to make a profit on such hedge. 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 it may result in a loss.

      J.P.  Morgan  Securities  Inc.,  one of our  affiliates,  will  act as the
calculation agent. The calculation agent will determine, among other things, the
Index  Return,  whether the  automatic  call  feature has  triggered a mandatory
redemption and the amount of cash, if any, that we are required to pay to you at
maturity  of the  notes.  The  calculation  agent will also be  responsible  for
determining  whether a market  disruption event has occurred,  whether the Index
has been discontinued and whether there has been a material change in the method
of calculation of the Index. In performing these duties,  J.P. Morgan Securities
Inc. may have  interests  adverse to the  interests of the holders of the notes,
which may affect  your  return on the  notes,  particularly  where  J.P.  Morgan
Securities Inc., as the calculation agent, is entitled to exercise discretion.

Market disruptions may adversely affect your return.

      The calculation agent may, in its sole discretion, decide that the markets
have been disrupted in a manner that prevents it from properly valuing the Index
closing level on a Review Date and  calculating  the amount that we are required
to pay to you, if any, upon an automatic  call or at maturity.  These events may
include  disruptions or suspensions of trading in the markets as a whole. If the
calculation agent, in its sole discretion,  determines that these events prevent
us or any of our  affiliates  from properly  hedging our  obligations  under the
notes, it is possible that the Review Date and the applicable  payment date will
be postponed and your return will be adversely  affected.  See  "Description  of
Notes - Market Disruption Events."

The tax consequences of an investment in the notes are unclear.

      There is no direct legal  authority as to the proper U.S.  federal  income
tax characterization of the notes, and we do not intend to request a ruling from
the Internal Revenue Service regarding the notes. No assurance can be given that
the  Internal  Revenue  Service will  accept,  or that a court will uphold,  the
characterization  and tax  treatment  of the notes  described  in "Certain  U.S.
Federal  Income  Tax   Consequences."  If  the  Internal  Revenue  Service  were
successful  in  asserting an  alternative  characterization  for the notes,  the
timing and  character  of income on the notes could differ  materially  from our
description herein. Non-U.S.  holders should note that they may be withheld upon
at a rate of 30% unless they have submitted a properly completed IRS Form W-8BEN
or otherwise satisfy the applicable documentation


                                     PS-10
<PAGE>

requirements.  You are urged to review carefully the section  entitled  "Certain
U.S.  Federal Income Tax  Consequences"  and consult your tax adviser  regarding
your particular circumstances.

An  investment  in the  notes is  subject  to  risks  associated  with  non-U.S.
securities markets.

      The  underlying  stocks  that  constitute  the  Nikkei 225 Index have been
issued by non-U.S. companies.  Investments in securities indexed to the value of
such non-U.S.  equity  securities  involve risks  associated with the securities
market in those  countries,  including  risks of  volatility  in those  markets,
governmental  intervention in those markets and cross shareholdings in companies
in  certain  countries.   Also,  there  is  generally  less  publicly  available
information  about  companies  in some of these  jurisdictions  than  about U.S.
companies  that are  subject  to the  reporting  requirements  of the  SEC,  and
generally non-U.S.  companies are subject to accounting,  auditing and financial
reporting standards and requirements and securities trading rules different from
those applicable to U.S. reporting companies.

      The prices of  securities  in  non-U.S.  jurisdictions  may be affected by
political,  economic,  financial and social  factors in such markets,  including
changes  in a  country's  government,  economic  and fiscal  policies,  currency
exchange laws or other foreign laws or restrictions.  Moreover, the economies in
such  countries  may differ  favorably  or  unfavorably  from the economy in the
United  States in such  respects as growth of gross  national  product,  rate of
inflation, capital reinvestment,  resources and self sufficiency. Such countries
may be  subjected  to  different  and,  in some  cases,  more  adverse  economic
environments.

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 these notes,  you
may not be able to  purchase  these  notes from us and your  ability to trade or
sell these notes in the secondary market may be limited.


                                     PS-11
<PAGE>

                                 USE OF PROCEEDS

      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 this pricing  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 this  pricing  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 the  Index,  the  stocks
underlying the Index,  or  instruments  whose value is derived from the Index or
its underlying stocks. While we cannot predict an outcome, such hedging activity
could  potentially  increase the Initial Index Level, and therefore  effectively
establish  a higher  level that the Index must  achieve to trigger an  automatic
call or avoid a loss of  principal  at  maturity.  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 the Index,  the stocks  underlying the
Index,  or  instruments  whose value is derived from the Index or its underlying
stocks.  Although we have no reason to believe that any of these activities will
have a material  impact on the level of the Index 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-12
<PAGE>

                              DESCRIPTION OF NOTES

      The following description of the particular 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.  Capitalized
terms used but not defined in this pricing supplement have the meanings assigned
in the accompanying prospectus supplement and prospectus. The term "note" refers
to each $1,000  principal amount of our Annual Review Notes Linked to the Nikkei
225 Index due January 16, 2009.

General

      The Annual Review Notes are senior unsecured obligations of JPMorgan Chase
& Co.  that are linked to the Nikkei  225 Index (the  "Index").  The notes are a
series of securities referred to in the accompanying  prospectus  supplement and
prospectus.  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, and will be initially limited to $8,226,000 aggregate principal amount.
Employees of JPMorgan  Chase & Co. and its affiliates  have  purchased  $500,000
aggregate principal amount of the notes.

      The notes do not pay interest and do not guarantee any return of principal
at, or prior to,  maturity.  Instead,  you will  receive a payment in cash,  the
timing and amount of which will vary depending upon the performance of the Index
and whether the notes are automatically called prior to maturity.

      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  $50,000  and  integral
multiples of $1,000 in excess thereof.  The principal  amount and issue price of
each note is $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
"Description of Notes -- Forms of Notes" in the prospectus supplement and "Forms
of Securities -- Global Securities" in the prospectus.

Automatic Call

      The notes will be automatically called and subject to mandatory redemption
if the Index closing level on any of three Review Dates is greater than or equal
to the  Initial  Index  Level.  If the notes are  called,  you will  receive the
applicable  call price as the final payment on the notes.  The  applicable  call
price will vary depending on the Review Date:

      o     If the Index  closing  level on January  9, 2007 (the  first  Review
            Date) is greater than or equal to the Initial  Index Level,  we will
            redeem each $1,000 principal  amount note for $1,132.00  (113.20% of
            the principal amount);

      o     If the Index  closing  level on January 9, 2008 (the  second  Review
            Date) is greater than or equal to the Initial  Index Level,  we will
            redeem each $1,000 principal  amount note for $1,264.00  (126.40% of
            the principal amount); and

      o     If the Index  closing  level on January  9, 2009 (the  final  Review
            Date) is greater than or equal to the Initial  Index Level,  we will
            redeem each $1,000 principal  amount note for $1,396.00  (139.60% of
            the principal amount).

      If the notes are automatically  called on the first or second Review Date,
we will redeem each note and pay the call price on the sixth  business day after
the applicable  Review Date,  subject to postponement as described below. If the
notes are  automatically  called on the final Review  Date,  we will redeem each
note and pay the call price on the maturity  date,  subject to  postponement  as
described below.

      If January 9, 2007,  January 9, 2008 or January 9, 2009  (each,  a "Review
Date") is not a  trading  day or if there is a market  disruption  event on such
day, the applicable Review Date will be the immediately  succeeding  trading day
during which no market  disruption event shall have occurred;  provided that the
Index  closing  level  will not be  determined  on a date  later  than the tenth
scheduled  trading day after the scheduled Review Date, and if such day is not a
trading  day,  or if there  is a  market  disruption  event  on such  date,  the
calculation  agent  will  determine  the  Index  closing  level on such  date in
accordance  with the formula  for and method of  calculating  the Index  closing
level last in effect prior to


                                     PS-13
<PAGE>

commencement of the market  disruption event (or prior to the non-trading  day),
using the closing  price (or,  if trading in the  relevant  securities  has been
materially  suspended  or  materially  limited,  its good faith  estimate of the
closing price that would have prevailed but for such suspension or limitation or
non-trading  day) on such tenth  scheduled  trading  day of each  security  most
recently constituting the Index.

      If, due to a market  disruption  event or  otherwise,  the first or second
Review Date is postponed so that it falls less than five  business days prior to
the  scheduled  date for payment of the call  price,  the date on which the call
price for such Review Date will be paid, if any, will be the fifth  business day
following the Review Date as postponed.

Payment at Maturity

      The maturity date for the notes is January 16, 2009, subject to adjustment
if the final Review Date is postponed as described  below. If the notes have not
been called on any of the three  Review  Dates and the Index Return on the final
Review  Date  reflects a decline of the Index of 15% or less,  you will  receive
$1,000 per $1,000 principal amount note. If instead on the final Review Date the
Index has  declined  by more than 15%,  you will lose  1.1765% of the  principal
amount of your notes for every 1% that the Index has  declined  below  15%,  and
payment at  maturity  per $1,000  principal  amount note will be  calculated  as
follows:

                $1,000 + ($1,000 x (Index Return + 15%) x 1.1765)

      Assuming  the  notes  are not  called,  you will  lose some or all of your
investment at maturity if the Index level has declined by more than 15%.

      The  "Index  Return,"  as  calculated  by the  calculation  agent,  is the
percentage  change in the closing value of the Index calculated by comparing the
Index  closing  level on the final Review Date (the "Ending Index Level") to the
Index closing level on the pricing date,  which was 15173.07 (the "Initial Index
Level"). The Index Return is calculated as follows:

                             Ending Index Level - Initial Index Level
             Index Return = ------------------------------------------
                                        Initial Index Level

      If, due to a market  disruption event or otherwise,  the final Review Date
is  postponed  so that it  falls  less  than  five  business  days  prior to the
scheduled  maturity  date,  the  maturity  date will be the fifth  business  day
following that final Review Date as postponed.

      The "Index closing level" on any trading day for such Index will equal the
closing level of the Nikkei 225 Index or any successor  index (as defined below)
or alternative  calculation of the Index described under "The Nikkei 225 Index -
Discontinuation of the Nikkei 225 Index; Alteration of Method of Calculation" at
the regular official  weekday close of the principal  trading session of the TSE
or the relevant exchange or market for the successor index.

      A "trading day" is a day, as determined by the calculation agent, on which
trading is generally  conducted on the TSE and the principal options and futures
exchanges relating to the securities composing the Nikkei 225 Index.

      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.

      A "business day" is 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.

      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.

Calculation Agent

      J.P.  Morgan  Securities  Inc.  will  act as the  calculation  agent.  The
calculation agent will determine the Index closing level on the pricing date and
the Review Dates,  whether the automatic  call feature has triggered a mandatory
redemption,  the Index Return and the payment at maturity, if any, on the notes.
In addition,  the  calculation  agent will  determine  whether  there has been a
market  disruption event or a discontinuance  of the Index and whether there has
been  a  material   change  in  the  method  of  calculating   the  Index.   All
determinations  made by the calculation  agent will be at


                                     PS-14
<PAGE>

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
this pricing 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 at  maturity  on or prior to 11:00 a.m.  on the  business  day
preceding the maturity date.

      All calculations  with respect to the Ending Index Level,  Index Return or
the Index closing  level 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 payment per $1,000
principal  amount  note at  maturity,  if any,  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.

Market Disruption Events

      Certain  events may prevent the  calculation  agent from  calculating  the
Index  closing  level on a  Review  Date,  determining  if the  notes  are to be
automatically called, or calculating the amount, if any, that we will pay to you
at maturity of the notes. These events may include disruptions or suspensions of
trading on the markets as a whole.  We refer to these events  individually  as a
"market disruption event."

      With respect to the Index, a "market disruption event" means:

            o     a  suspension,  absence or material  limitation  of trading of
                  stocks  then  constituting  20 percent or more of the level of
                  the Index (or the  relevant  successor  index) on the relevant
                  exchanges (as defined below) for such securities for more than
                  two hours of trading  during,  or during  the one hour  period
                  preceding the close of, the principal  trading session on such
                  relevant exchange; or

            o     a  breakdown  or  failure  in the price  and  trade  reporting
                  systems  of any  relevant  exchange  as a result  of which the
                  reported  trading  prices  for  stocks  then  constituting  20
                  percent  or more of the level of the  Index  (or the  relevant
                  successor  index)  during the one hour  preceding the close of
                  the principal  trading  session on such relevant  exchange are
                  materially inaccurate; or

            o     the suspension,  absence or material  limitation of trading on
                  any major securities  market for trading in futures or options
                  contracts  related  to the  Index (or the  relevant  successor
                  index)  for more than two hours of trading  during,  or during
                  the one hour  period  preceding  the close of,  the  principal
                  trading session on such market; or

            o     a decision to permanently  discontinue trading in the relevant
                  futures or options contracts,

in each case as determined by the calculation agent in its sole discretion; and

            o     a  determination   by  the  calculation   agent  in  its  sole
                  discretion   that  the  event   described   above   materially
                  interfered  with  its  ability  or the  ability  of any of our
                  affiliates  to adjust or unwind all or a  material  portion of
                  any hedge with respect to the notes.

            For the purpose of  determining  whether a market  disruption  event
exists at any time, if trading in a security included in the Index is materially
suspended  or  materially  limited at that time,  then the  relevant  percentage
contribution  of that  security  to the level of the  Index  shall be based on a
comparison of:

            o     the  portion  of the level of the Index  attributable  to that
                  security relative to

            o     the overall level of the Index,

in each case immediately before that suspension or limitation.

      For  purposes  of  determining  whether  a  market  disruption  event  has
occurred:

            o     a  limitation  on the hours or number of days of trading  will
                  not constitute a market disruption event if it results from an
                  announced change in the regular business hours of the relevant
                  exchange or market;

            o     limitations  pursuant  to the rules of any  relevant  exchange
                  similar to NYSE Rule 80A (or any applicable rule or regulation
                  enacted   or   promulgated   by  any   other   self-regulatory
                  organization or any government agency of scope similar to NYSE
                  Rule 80A as  determined by the  calculation  agent) on trading
                  during  significant  market  fluctuations  will  constitute  a
                  suspension, absence or material limitation of trading;


                                     PS-15
<PAGE>

            o     a suspension of trading in futures or options contracts on the
                  Index  by  the  primary  securities  market  trading  in  such
                  contracts by reason of

                  o     a price change  exceeding limits set by such exchange or
                        market,

                  o     an imbalance of orders relating to such contracts, or

                  o     a  disparity  in bid and  ask  quotes  relating  to such
                        contracts

will, in each such case, constitute a suspension, absence or material limitation
of trading in futures or options contracts related to the Index; and

            o     a "suspension,  absence or material  limitation of trading" on
                  any  relevant  exchange  or on the  primary  market  on  which
                  futures or options  contracts  related to the Index are traded
                  will not include  any time when such  market is itself  closed
                  for trading under ordinary circumstances.

      "Relevant  exchange"  means the primary  exchange or market of trading for
any security (or any combination  thereof) then included in the Nikkei 225 Index
or any successor Index.

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

      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 the  amount  payable  at  maturity  per  $1,000
principal  amount note as described  under the caption  "Description of Notes --
Payment at Maturity,"  calculated as if the date of acceleration  were the final
Review Date.

      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.

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.

Listing

      The notes will not be listed on any securities exchange.

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."


                                     PS-16
<PAGE>

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-17
<PAGE>

                              THE NIKKEI 225 INDEX

      We have derived all  information  regarding the Nikkei 225 Index contained
in this pricing supplement,  including,  without limitation, its make-up, method
of  calculation  and  changes  in  its  components,   from  publicly   available
information. Such information reflects the policies of, and is subject to change
by, Nihon Keizai Shimbun,  Inc.,  ("NKS").  NKS has no obligation to continue to
publish, and may discontinue publication of, the Nikkei 225 Index.

      The  Nikkei  225  Index  is  a  stock  index  calculated,   published  and
disseminated  by NKS that measures the composite  price  performance of selected
Japanese  stocks.  The Nikkei  225 Index  currently  is based on 225  underlying
stocks  (the  "Underlying  Stocks")  trading  on the  TSE  representing  a broad
cross-section  of  Japanese  industries.  All 225  Underlying  Stocks are stocks
listed in the First  Section of the TSE.  Stocks  listed in the First Section of
the TSE are among the most actively  traded stocks on the TSE. NKS rules require
that the 75 most liquid issues  (one-third of the component  count of the Nikkei
225 Index) be included in the Nikkei 225 Index.

      The 225  companies  included in the Nikkei 225 Index are divided  into six
sector categories:  Technology,  Financials,  Consumer Goods, Materials, Capital
Goods/Others and Transportation  and Utilities.  These six sector categories are
further divided into 36 industrial classifications as follows:

      o     Technology -  Pharmaceuticals,  Electrical  Machinery,  Automobiles,
            Precision Machinery, Telecommunications

      o     Financials - Banks, Miscellaneous Finance, Securities, Insurance

      o     Consumer Goods - Marine Products, Food, Retail, Services

      o     Materials  -  Mining,  Textiles,  Paper and  Pulp,  Chemicals,  Oil,
            Rubber, Ceramics, Steel, Nonferrous Metals, Trading House

      o     Capital  Goods/Others  -  Construction,   Machinery,   Shipbuilding,
            Transportation Equipment, Miscellaneous Manufacturing, Real Estate

      o     Transportation  and  Utilities  -  Railroads  and  Buses,  Trucking,
            Shipping, Airlines, Warehousing, Electric Power, Gas

      The  Nikkei  225  Index is a  modified,  price-weighted  Index  (i.e.,  an
Underlying  Stock's  weight  in the  Nikkei  225 Index is based on its price per
share  rather  than the total  market  capitalization  of the  issuer)  which is
calculated by (i) multiplying  the per share price of each  Underlying  Stock by
the  corresponding  weighting  factor  for  such  Underlying  Stock  (a  "Weight
Factor"), (ii) calculating the sum of all these products and (iii) dividing such
sum by a divisor (the  "Divisor").  The Divisor was initially set at 225 for the
date of May 16, 1949 using  historical  numbers from May 16,  1949,  the date on
which the TSE was reopened.  The Divisor was 23.154 as of October 1, 2003 and is
subject to  periodic  adjustments  as set forth  below.  Each  Weight  Factor is
computed by dividing (Y)50 by the par value of the relevant Underlying Stock, so
that the share  price of each  Underlying  Stock when  multiplied  by its Weight
Factor  corresponds to a share price based on a uniform par value of (Y)50.  The
stock prices used in the  calculation of the Nikkei 225 Index are those reported
by a primary market for the Underlying  Stocks (currently the TSE). The level of
the Nikkei 225 Index is calculated once per minute during TSE trading hours.

      In order to  maintain  continuity  in the Nikkei 225 Index in the event of
certain changes due to non-market factors affecting the Underlying Stocks,  such
as the addition or deletion of stocks,  substitution of stocks,  stock splits or
distributions  of assets to  stockholders,  the Divisor used in calculating  the
Nikkei 225 Index is adjusted in a manner  designed to prevent any  instantaneous
change or  discontinuity in the level of the Nikkei 225 Index.  Thereafter,  the
Divisor remains at the new value until a further  adjustment is necessary as the
result of another  change.  As a result of such change  affecting any Underlying
Stock,  the Divisor is  adjusted in such a way that the sum of all share  prices
immediately  after such change  multiplied by the  applicable  Weight Factor and
divided by the new Divisor (i.e., the level of the Nikkei 225 Index  immediately
after such  change)  will  equal the level of the  Nikkei 225 Index  immediately
prior to the change.

      An  Underlying  Stock may be deleted or added by NKS.  Any stock  becoming
ineligible  for  listing  in the  First  Section  of the  TSE  due to any of the
following reasons will be deleted from the Underlying  Stocks: (i) bankruptcy of
the issuer,  (ii) merger of the issuer with,  or  acquisition  of the issuer by,
another company,  (iii) delisting of such stock,  (iv) transfer of such stock to
the  "Seiri-Post"  because of excess  debt of the issuer or because of any other
reason or (v)  transfer  of such stock to the Second  Section.  In  addition,  a
component  stock  transferred  to  the  "Kanri-Post"  (Posts  for  stocks  under
supervision)  is in principle a candidate for deletion.  Underlying  Stocks with
relatively low liquidity,  based on trading value and rate of price  fluctuation
over the past five years,  may be deleted by NKS.  Upon deletion of a stock from
the Underlying Stocks, NKS will select a replacement for such deleted Underlying
Stock in  accordance  with


                                     PS-18
<PAGE>

certain  criteria.  In an  exceptional  case,  a newly listed stock in the First
Section of the TSE that is  recognized by NKS to be  representative  of a market
may be added to the Underlying  Stocks.  In such a case, an existing  Underlying
Stock with low trading  volume and deemed not to be  representative  of a market
will be deleted by NKS.

      A list of the issuers of the Underlying Stocks constituting the Nikkei 225
Index is available from the Nikkei Economic  Electronic Databank System and from
the Stock  Market  Indices Data Book  published  by NKS. NKS may delete,  add or
substitute any stock  underlying the Nikkei 225 Index.  NKS first calculated and
published the Nikkei 225 Index in 1970.

License Agreement

      We have  entered into an  agreement  with NKS  providing us and any of our
affiliated  or  subsidiary   companies  identified  in  that  agreement  with  a
non-exclusive  license  and,  for a fee,  with the right to use the  Nikkei  225
Index,  which is owned and  published  by the NKS, in  connection  with  certain
securities, including the notes.

      Our license agreement with NKS provides that NKS will assume no obligation
or responsibility for use of the Nikkei 225 Index by us or our affiliates.

Discontinuation of the Nikkei 225 Index; Alteration of Method of Calculation

      If NKS discontinues publication of the Nikkei 225 Index and NKS or another
entity  publishes a successor or  substitute  index that the  calculation  agent
determines,  in its sole discretion, to be comparable to the discontinued Nikkei
225 Index (such index being referred to herein as a "successor index"), then any
Nikkei 225 Index  closing  level will be determined by reference to the level of
such  successor  index at the close of trading on the TSE (2nd  session)  or the
relevant exchange or market for the successor index on the relevant Review Date.

      Upon any  selection by the  calculation  agent of a successor  index,  the
calculation agent will cause written notice thereof to be promptly  furnished to
the trustee, to us and to the holders of the notes.

      If NKS discontinues publication of the Nikkei 225 Index prior to, and such
discontinuance  is  continuing  on, a  Review  Date  and the  calculation  agent
determines, in its sole discretion, that no successor index is available at such
time,  then the  calculation  agent will  determine the Nikkei 225 Index closing
level for the Nikkei 225 Index for such date. The Nikkei 225 Index closing level
for the Nikkei 225 Index will be computed by the calculation agent in accordance
with the  formula  for and  method of  calculating  the Nikkei 225 Index last in
effect prior to such discontinuance,  using the closing price (or, if trading in
the relevant securities has been materially suspended or materially limited, its
good faith  estimate of the closing price that would have prevailed but for such
suspension or limitation) at the close of the principal  trading session on such
date  of  each  security  most  recently   comprising   the  Nikkei  225  Index.
Notwithstanding   these   alternative   arrangements,   discontinuance   of  the
publication  of the  Nikkei 225 Index on the  relevant  exchange  may  adversely
affect the value of the notes.

      If at any time  the  method  of  calculating  the  Nikkei  225  Index or a
successor index, or the level thereof,  is changed in a material respect,  or if
the Nikkei 225 Index or a successor  index is in any other way  modified so that
the Nikkei 225 Index or such  successor  index does not,  in the  opinion of the
calculation  agent,  fairly  represent the level of the Nikkei 225 Index or such
successor index had such changes or modifications  not been made, then, from and
after such time,  the  calculation  agent will,  at the close of business in New
York City on each  date on which the  Nikkei  225 Index  closing  level is to be
determined,  make  such  calculations  and  adjustments  as,  in the good  faith
judgment of the  calculation  agent,  may be  necessary  in order to arrive at a
level of a stock  index  comparable  to the Nikkei  225 Index or such  successor
index,  as the case may be, as if such  changes  or  modifications  had not been
made,  and the  calculation  agent will  calculate  the Nikkei 225 Index closing
level  with  reference  to the  Nikkei  225 Index or such  successor  index,  as
adjusted.  Accordingly,  if the method of calculating  the Nikkei 225 Index or a
successor  index is  modified  so that the level of the Nikkei 225 Index or such
successor  index is a  fraction  of what it would have been if there had been no
such  modification  (e.g.,  due to a split in the Index),  then the  calculation
agent  will  adjust  such  index in order to arrive at a level of the Nikkei 225
Index or such successor index as if there had been no such  modification  (e.g.,
as if such split had not occurred).

The Tokyo Stock Exchange

      The TSE is one of the world's  largest  securities  exchanges  in terms of
market capitalization.  Trading hours are currently from 9:00 a.m. to 11:00 a.m.
and from 12:30 p.m. to 3:00 p.m., Tokyo time, Monday through Friday.


                                     PS-19
<PAGE>

      Due to the time zone  difference,  on any normal  trading day the TSE will
close prior to the  opening of  business  in New York City on the same  calendar
day. Therefore,  the closing level of the Nikkei 225 Index on a trading day will
generally be  available  in the United  States by the opening of business on the
same calendar day.

      The TSE has adopted  certain  measures,  including  daily price floors and
ceilings on individual stocks,  intended to prevent any extreme short-term price
fluctuations  resulting from order imbalances.  In general,  any stock listed on
the TSE cannot be traded at a price  lower than the  applicable  price  floor or
higher than the applicable  price  ceiling.  These price floors and ceilings are
expressed in absolute  Japanese yen, rather than percentage  limits based on the
closing price of the stock on the previous trading day. In addition,  when there
is a major  order  imbalance  in a listed  stock,  the TSE posts a "special  bid
quote" or a "special asked quote" for that stock at a specified  higher or lower
price level than the stock's last sale price in order to solicit  counter-orders
and balance supply and demand for the stock.  Prospective  investors should also
be aware that the TSE may suspend the  trading of  individual  stocks in certain
limited and extraordinary circumstances, including, for example, unusual trading
activity  in that  stock.  As a result,  changes  in the Nikkei 225 Index may be
limited by price limitations or special quotes, or by suspension of trading,  on
individual stocks that make up the Nikkei 225 Index, and these  limitations,  in
turn, may adversely affect the value of the notes.

Historical Information

      The following  graph sets forth the  historical  performance of the Nikkei
225 Index based on the weekly  Nikkei 225 Index closing  level,  from January 1,
2000 through  December 16, 2005.  The Nikkei 225 Index closing level on December
16, 2005 was 15173.07. We obtained the Nikkei 225 Index closing levels and other
information below from Bloomberg Financial Markets. We make no representation or
warranty as to the accuracy or  completeness  of the  information  obtained from
Bloomberg Financial Markets.

 [The following table is represented as a line chart in the printed material.]

                 Historical Performance of the Nikkei 225 Index

                Index
   Date         Level
   ----         -----
 7-Jan-00      18193.41
14-Jan-00      18956.55
21-Jan-00      18878.09
28-Jan-00      19434.78

 4-Feb-00      19763.13
11-Feb-00      19710.02
18-Feb-00      19789.03
25-Feb-00      19817.88

 3-Mar-00      19927.54
10-Mar-00      19750.40
17-Mar-00      19566.32
24-Mar-00      19958.08
31-Mar-00      20337.32

 7-Apr-00      20252.81
14-Apr-00      20434.68
21-Apr-00      18252.68
28-Apr-00      17973.70

 5-May-00      18439.36
12-May-00      17357.86
19-May-00      16858.17
26-May-00      16008.14

 2-Jun-00      16800.06
 9-Jun-00      16861.91
16-Jun-00      16318.31
23-Jun-00      16963.21
30-Jun-00      17411.05

 7-Jul-00      17398.24
14-Jul-00      17142.90
21-Jul-00      16811.49
28-Jul-00      15838.57

 4-Aug-00      15667.36
11-Aug-00      16117.50
18-Aug-00      16280.49
25-Aug-00      16911.33

 1-Sep-00      16739.78
 8-Sep-00      16501.55
15-Sep-00      16213.28
22-Sep-00      15818.25
29-Sep-00      15747.26

 6-Oct-00      15994.24
13-Oct-00      15330.31
20-Oct-00      15198.73
27-Oct-00      14582.20

 3-Nov-00      14837.78
10-Nov-00      14988.54
17-Nov-00      14544.30
24-Nov-00      14315.35

 1-Dec-00      14835.33
 8-Dec-00      14696.51
15-Dec-00      14552.29
22-Dec-00      13427.08
29-Dec-00      13785.69

 5-Jan-01      13867.61
12-Jan-01      13347.74
19-Jan-01      13989.12
26-Jan-01      13696.06

 2-Feb-01      13703.63
 9-Feb-01      13422.83
16-Feb-01      13175.49
23-Feb-01      13246.00

 2-Mar-01      12261.80
 9-Mar-01      12627.90
16-Mar-01      12232.98
23-Mar-01      13214.54
30-Mar-01      12999.70

 6-Apr-01      13383.76
13-Apr-01      13385.72
20-Apr-01      13765.67
27-Apr-01      13934.32

 4-May-01      14421.64
11-May-01      14043.92
18-May-01      13877.77
25-May-01      13765.92

 1-Jun-01      13261.84
 8-Jun-01      13430.22
15-Jun-01      12790.38
22-Jun-01      13044.61
29-Jun-01      12969.05

 6-Jul-01      12306.08
13-Jul-01      12355.15
20-Jul-01      11908.39
27-Jul-01      11798.08

 3-Aug-01      12241.97
10-Aug-01      11735.06
17-Aug-01      11445.54
24-Aug-01      11166.31
31-Aug-01      10713.51

 7-Sep-01      10516.79
14-Sep-01      10008.89
21-Sep-01       9554.99
28-Sep-01       9774.68

 5-Oct-01      10205.87
12-Oct-01      10632.35
19-Oct-01      10538.79
26-Oct-01      10795.16

 2-Nov-01      10383.78
 9-Nov-01      10215.71
16-Nov-01      10649.09
23-Nov-01      10696.82
30-Nov-01      10697.44

 7-Dec-01      10796.89
14-Dec-01      10511.65
21-Dec-01      10335.45
28-Dec-01      10542.62

 4-Jan-02      10871.49
11-Jan-02      10441.59
18-Jan-02      10293.32
25-Jan-02      10144.14

 1-Feb-02       9791.43
 8-Feb-02       9686.06
15-Feb-02      10048.10
22-Feb-02      10356.78

 1-Mar-02      10812.00
 8-Mar-02      11885.79
15-Mar-02      11648.01
22-Mar-02      11345.08
29-Mar-02      11024.94

 5-Apr-02      11335.49
12-Apr-02      10962.98
19-Apr-02      11512.01
26-Apr-02      11541.39

 3-May-02      11551.01
10-May-02      11531.11
17-May-02      11847.32
24-May-02      11976.28
31-May-02      11763.70

 7-Jun-02      11438.53
14-Jun-02      10920.63
21-Jun-02      10354.35
28-Jun-02      10621.84

 5-Jul-02      10826.09
12-Jul-02      10601.45
19-Jul-02      10202.36
26-Jul-02       9591.03

 2-Aug-02       9709.66
 9-Aug-02       9999.79
16-Aug-02       9788.13
23-Aug-02       9867.45
30-Aug-02       9619.30

 6-Sep-02       9129.07
13-Sep-02       9241.93
20-Sep-02       9481.08
27-Sep-02       9530.44

 4-Oct-02       9027.55
11-Oct-02       8529.61
18-Oct-02       9086.13
25-Oct-02       8726.29

 1-Nov-02       8685.72
 8-Nov-02       8690.77
15-Nov-02       8503.59
22-Nov-02       8772.56
29-Nov-02       9215.56

 6-Dec-02       8863.26
13-Dec-02       8516.07
20-Dec-02       8406.88
27-Dec-02       8714.05

 3-Jan-03       8578.95
10-Jan-03       8470.45
17-Jan-03       8690.25
24-Jan-03       8731.65
31-Jan-03       8339.94

 7-Feb-03       8448.16
14-Feb-03       8701.92
21-Feb-03       8513.54
28-Feb-03       8363.04

 7-Mar-03       8144.12
14-Mar-03       8002.69
21-Mar-03       8195.05
28-Mar-03       8280.16

 4-Apr-03       8074.12
11-Apr-03       7816.49
18-Apr-03       7874.51
25-Apr-03       7699.50

 2-May-03       7907.19
 9-May-03       8152.16
16-May-03       8117.29
23-May-03       8184.76
30-May-03       8424.51

 6-Jun-03       8785.87
13-Jun-03       8980.64
20-Jun-03       9120.39
27-Jun-03       9104.06

 4-Jul-03       9547.73
11-Jul-03       9635.35
18-Jul-03       9527.73
25-Jul-03       9648.01

 1-Aug-03       9611.67
 8-Aug-03       9327.53
15-Aug-03       9863.47
22-Aug-03      10281.17
29-Aug-03      10343.55

 5-Sep-03      10650.77
12-Sep-03      10712.81
19-Sep-03      10938.42
26-Sep-03      10318.44

 3-Oct-03      10709.29
10-Oct-03      10786.04
17-Oct-03      11037.89
24-Oct-03      10335.70
31-Oct-03      10559.59

 7-Nov-03      10628.98
14-Nov-03      10167.06
21-Nov-03       9852.83
28-Nov-03      10100.57

 5-Dec-03      10373.46
12-Dec-03      10169.66
19-Dec-03      10284.54
26-Dec-03      10417.41

 2-Jan-04      10676.64
 9-Jan-04      10965.05
16-Jan-04      10857.20
23-Jan-04      11069.01
30-Jan-04      10783.61

 6-Feb-04      10460.92
13-Feb-04      10557.69
20-Feb-04      10720.69
27-Feb-04      11041.92

 5-Mar-04      11537.29
12-Mar-04      11162.75
19-Mar-04      11418.51
26-Mar-04      11770.65

 2-Apr-04      11815.95
 9-Apr-04      11897.51
16-Apr-04      11824.56
23-Apr-04      12120.66
30-Apr-04      11761.79

 7-May-04      11438.82
14-May-04      10849.63
21-May-04      11070.25
28-May-04      11309.57

 4-Jun-04      11128.05
11-Jun-04      11526.82
18-Jun-04      11382.08
25-Jun-04      11780.40

 2-Jul-04      11721.49
 9-Jul-04      11423.53
16-Jul-04      11436.00
23-Jul-04      11187.33
30-Jul-04      11325.78

 6-Aug-04      10972.57
13-Aug-04      10757.20
20-Aug-04      10889.14
27-Aug-04      11209.59

 3-Sep-04      11022.49
10-Sep-04      11083.23
17-Sep-04      11082.49
24-Sep-04      10895.16

 1-Oct-04      10985.17
 8-Oct-04      11349.35
15-Oct-04      10982.95
22-Oct-04      10857.13
29-Oct-04      10771.42

 5-Nov-04      11061.77
12-Nov-04      11019.98
19-Nov-04      11082.84
26-Nov-04      10833.75

 3-Dec-04      11074.89
10-Dec-04      10756.80
17-Dec-04      11078.32
24-Dec-04      11365.48
31-Dec-04      11488.76

 7-Jan-05      11433.24
14-Jan-05      11438.39
21-Jan-05      11238.37
28-Jan-05      11320.58

 4-Feb-05      11360.40
11-Feb-05      11553.56
18-Feb-05      11660.12
25-Feb-05      11658.25

 4-Mar-05      11873.05
11-Mar-05      11923.89
18-Mar-05      11879.81
25-Mar-05      11761.10

 1-Apr-05      11723.63
 8-Apr-05      11874.75
15-Apr-05      11370.69
22-Apr-05      11045.95
29-Apr-05      11008.90

 6-May-05      11192.17
13-May-05      11049.11
20-May-05      11037.29
27-May-05      11192.33

 3-Jun-05      11300.05
10-Jun-05      11304.23
17-Jun-05      11514.03
24-Jun-05      11537.03

 1-Jul-05      11630.13
 8-Jul-05      11565.99
15-Jul-05      11758.68
22-Jul-05      11695.05
29-Jul-05      11899.60

 5-Aug-05      11766.48
12-Aug-05      12261.68
19-Aug-05      12291.73
26-Aug-05      12439.48

 2-Sep-05      12600.00
 9-Sep-05      12692.04
16-Sep-05      12958.68
23-Sep-05      13159.36
30-Sep-05      13574.30

 7-Oct-05      13227.74
14-Oct-05      13556.71
21-Oct-05      13199.95
28-Oct-05      13346.54

 4-Nov-05      14075.96
11-Nov-05      14155.06
18-Nov-05      14623.12
25-Nov-05      14784.29

 2-Dec-05      15421.60
 9-Dec-05      15404.05
16-Dec-05      15173.07

                                Source: Bloomberg

      Since its  inception,  the  Nikkei 225 Index has  experienced  significant
fluctuations.  The historical levels of the Nikkei 225 Index should not be taken
as an indication of future performance,  and no assurance can be given as to the
Nikkei 225 Index closing level of the Nikkei 225 Index on the final review date.
We cannot give you assurance  that the  performance of the Nikkei 225 Index will
result in the return of any of your initial investment.


                                     PS-20
<PAGE>

                  CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

      The  following  is a summary  of the  material  U.S.  federal  income  tax
consequences  of the purchase,  ownership  and  disposition  of the notes.  This
summary applies to you only if you are an initial holder of the notes purchasing
the notes at the issue price and if you will hold them as capital  assets within
the meaning of Section  1221 of the Internal  Revenue  Code of 1986,  as amended
(the "Code").

      This  summary  does not  address all  aspects of U.S.  federal  income and
estate  taxation  of the  notes  that  may be  relevant  to you in light of your
particular  circumstances,  nor does it address all of your tax  consequences if
you are a holder of notes who is  subject to  special  treatment  under the U.S.
federal income tax laws, such as:

            o     one of certain financial institutions;

            o     a tax-exempt organization;

            o     a dealer in securities or foreign currencies;

            o     a person  holding the notes as part of a hedging  transaction,
                  straddle, synthetic security, conversion transaction, or other
                  integrated transaction, or entering into a "constructive sale"
                  with respect to the notes;

            o     a U.S. Holder (as defined below) whose functional  currency is
                  not the U.S. dollar;

            o     a trader in  securities  who elects to apply a  mark-to-market
                  method of tax accounting; or

            o     a partnership or other entity  classified as a partnership for
                  U.S. federal income tax purposes.

      This summary is based on the Code, administrative pronouncements, judicial
decisions and final,  temporary and proposed Treasury regulations as of the date
of this pricing supplement,  changes to any of which,  subsequent to the date of
this pricing  supplement,  may affect the tax consequences  described herein. If
you are considering the purchase of notes, you are urged to consult your own tax
adviser concerning the application of U.S. federal income and estate tax laws to
your particular  situation,  as well as any tax  consequences  arising under the
laws of any state, local or foreign jurisdictions.

Tax Treatment of the Notes

      In the opinion of our special tax counsel, Davis Polk & Wardwell, which is
based on certain  factual  representations  received  from us, your purchase and
ownership  of the notes  should be  treated  as an "open  transaction"  for U.S.
federal income tax purposes. While other characterizations of the notes could be
asserted by the Internal  Revenue Service (the "IRS"),  as discussed  below, the
following  discussion  assumes  that  this  characterization  of  the  notes  is
respected.

Tax Consequences to U.S. Holders

      You are a "U.S.  Holder" if you are a  beneficial  owner of notes that is,
for U.S. federal income tax purposes:

            o     a citizen or resident of the United States;

            o     a  corporation,  or other  entity  taxable  as a  corporation,
                  created or organized in or under the laws of the United States
                  or any political subdivision thereof; or

            o     an  estate or trust the  income  of which is  subject  to U.S.
                  federal income taxation regardless of its source.

   Tax Treatment of the Notes

      Tax Treatment  Prior to Maturity.  You should not be required to recognize
taxable income over the term of the notes prior to maturity, other than pursuant
to a sale or exchange as described below.

      Sale,  Exchange or Redemption  of the Notes.  Upon a sale or exchange of a
note  (including  redemption  of the notes at  maturity),  you should  recognize
capital gain or loss equal to the difference between the amount realized on such
sale,  exchange or redemption and your tax basis in the note, which should equal
the amount you paid to acquire the note.  Such gain or loss should be  long-term
capital  gain or loss if you have  held the note for more  than one year at such
time. The deductibility of capital losses, however, is subject to limitations.

   Possible Alternative Tax Treatments of an Investment in the Notes

      Due to the  absence  of  authorities  that  directly  address  the  proper
characterization  of the notes and because we are not  requesting  a ruling from
the IRS with respect to the notes,  no assurance  can be given that the IRS will
accept, or that a court will uphold, the  characterization  and tax treatment of
the  notes  described  above.  If  the  IRS  were  successful  in  asserting  an
alternative  characterization  for the notes, the timing and character of income
on the notes could differ


                                     PS-21
<PAGE>

materially from our  description  herein.  For example,  the IRS might treat the
notes as debt instruments issued by us, in which event the taxation of the notes
would be governed by certain  Treasury  regulations  relating to the taxation of
contingent  payment debt instruments.  In such event,  regardless of whether you
are an accrual method or cash method  taxpayer,  you would be required to accrue
into income original issue  discount,  or "OID," on the notes at our "comparable
yield" for similar noncontingent debt, determined at the time of the issuance of
the  notes,  in each  year  that you hold the notes  (even  though  you will not
receive any cash with respect to the notes during the term of the notes) and any
gain  recognized at expiration  or upon sale or other  disposition  of the notes
would  generally  be treated as ordinary  income.  Additionally,  if you were to
recognize  a loss above  certain  thresholds,  you could be  required  to file a
disclosure statement with the IRS.

      Other alternative U.S. federal income tax  characterizations  of the notes
might also require you to include amounts in income during the term of the notes
and/or  might  treat  all or a  portion  of the  gain  or  loss  on the  sale or
settlement of the notes as short-term  gain or loss,  without regard to how long
you held the  notes.  Accordingly,  you are urged to  consult  your tax  adviser
regarding  the U.S.  federal  income tax  consequences  of an  investment in the
notes.

Tax Consequences to Non-U.S. Holders

      You are a "Non-U.S.  Holder" if you are a  beneficial  owner of notes that
is, for U.S. federal income tax purposes:

            o     a nonresident alien individual;

            o     a foreign corporation; or

            o     a foreign estate or trust.

      If you are a Non-U.S.  Holder of the notes and if the  characterization of
your  purchase and ownership of the notes as an open  transaction  is respected,
any  payments  on the notes  should  not be subject  to U.S.  federal  income or
withholding  tax,  except  that gain from the sale or  exchange  of the notes or
their cash  settlement at maturity may be subject to U.S.  federal income tax if
(1) such gain is  effectively  connected  with your  conduct of a United  States
trade or business or (2) you are a nonresident alien individual, you are present
in the United States for 183 days or more during the taxable year of the sale or
exchange (or maturity) and certain other conditions are satisfied.

      If the  notes  were  recharacterized  as  indebtedness,  any  payments  or
accruals on the notes nonetheless would not be subject to U.S.  withholding tax,
provided  generally  that the  certification  requirement  described in the next
paragraph has been  fulfilled and neither the payments on the notes nor any gain
realized  on a sale,  exchange  or other  disposition  of  notes is  effectively
connected with your conduct of a trade or business in the United States. Because
the characterization of the notes is unclear,  payments made to you with respect
to the notes may be withheld upon at a rate of 30% unless you have fulfilled the
certification requirements described in the following paragraph.

      The certification  requirement referred to in the preceding paragraph will
be  fulfilled  if you,  as the  beneficial  owner of notes,  certify on IRS Form
W-8BEN, under penalties of perjury,  that you are not a United States person and
provide  your name and address or  otherwise  satisfy  applicable  documentation
requirements.

      If you are  engaged in a trade or business  in the United  States,  and if
payments on the notes are  effectively  connected with the conduct of that trade
or business,  although exempt from the withholding tax discussed above, you will
generally be taxed in the same manner as a U.S. Holder,  except that you will be
required  to provide a properly  executed  IRS Form  W-8ECI in order to claim an
exemption from withholding. If this paragraph applies to you, you should consult
your  own tax  adviser  with  respect  to other  U.S.  tax  consequences  of the
ownership and disposition of the notes,  including the possible  imposition of a
30% branch profits tax.

Backup Withholding and Information Reporting

      You may be subject to information  reporting and backup withholding at the
rates specified in the Code on the amounts paid to you, unless you provide proof
of an  applicable  exemption  or a correct  taxpayer  identification  number and
otherwise comply with applicable  requirements of the backup  withholding rules.
If you are a Non-U.S.  Holder,  you will not be subject to backup withholding if
you comply with the certification  procedures  described in the second preceding
paragraph.  Amounts  withheld  under  the  backup  withholding  rules are not an
additional tax and may be refunded or credited  against your U.S. federal income
tax liability, provided the required information is furnished to the IRS.


                                     PS-22
<PAGE>

Federal Estate Tax

      Individual  Non-U.S.  Holders,  and  entities  the  property  of  which is
potentially  includible  in such  individuals'  gross  estates for U.S.  federal
estate tax purposes (for example,  a trust funded by such an individual and with
respect to which the  individual  has  retained  certain  interests  or powers),
should note that,  absent an applicable  treaty benefit,  a note is likely to be
treated  as U.S.  situs  property,  subject to U.S.  federal  estate  tax.  Such
individuals  and entities are urged to consult their own tax advisers  regarding
the U.S. federal estate tax consequences of investing in a note.

      THE TAX CONSEQUENCES TO YOU OF OWNING THE NOTES ARE UNCLEAR. YOU ARE URGED
TO CONSULT YOUR OWN TAX ADVISER  REGARDING THE TAX  CONSEQUENCES  OF PURCHASING,
OWNING AND DISPOSING OF THE NOTES,  INCLUDING THE TAX CONSEQUENCES  UNDER STATE,
LOCAL,  FOREIGN AND OTHER TAX LAWS AND THE  POSSIBLE  EFFECTS OF CHANGES IN U.S.
FEDERAL OR OTHER TAX LAWS.


                                     PS-23
<PAGE>

                                  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 of this  pricing  supplement.  JPMSI
proposes  initially  to offer the notes  directly  to the  public at the  public
offering  price set forth on the cover page of this  pricing  supplement.  JPMSI
will allow a  concession  of $15.00 per $1,000  principal  amount  note to other
dealers.  We expect to deliver the notes against  payment  therefor in New York,
New York on or about December 23, 2005. 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 J.P. Morgan  Securities Inc. 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.

      J.P.  Morgan  Securities  Inc. 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,  J.P. Morgan  Securities
Inc. may engage in transactions that stabilize, maintain or otherwise affect the
price of the notes.  Specifically,  J.P.  Morgan  Securities  Inc. 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.  J.P. Morgan Securities
Inc. 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 J.P.  Morgan
Securities Inc. 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,  J.P. Morgan  Securities Inc. 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.  J.P.  Morgan
Securities Inc. 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 pricing supplement or the accompanying prospectus supplement or prospectus,
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  pricing
supplement or the accompanying  prospectus supplement or prospectus or any other
offering material relating to the notes, may be made in or from any jurisdiction
except in 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  pricing  supplement  and  the  accompanying   prospectus   supplement  and
prospectus 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.


                                     PS-24
<PAGE>

      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 pricing  supplement or
the  accompanying  prospectus  supplement or prospectus,  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  pricing  supplement  and  the
accompanying   prospectus   supplement   and  prospectus  may  not  be  publicly
distributed in the United Mexican States.

      We  expect  that  delivery  of the  notes  will  be made  against  payment
therefore on or about the  settlement  date  specified on the cover page of this
pricing  supplement,  which will be the fifth business day following the pricing
date of the notes (this settlement cycle being referred to as "T+5"). Under Rule
15c6-1 under the Exchange  Act,  trades in the  secondary  market  generally are
required  to settle in three  business  days,  unless the  parties to that trade
expressly agree  otherwise.  Accordingly,  purchasers who wish to trade notes on
the date of  pricing  will be  required,  by  virtue  of the fact that the notes
initially  will settle in T+5, to specify an alternate  settlement  cycle at the
time of any such trade to prevent a failed  settlement  and should consult their
own advisors.


                                     PS-25
<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-26
<PAGE>

PROSPECTUS SUPPLEMENT
(To Prospectus Dated December 1, 2005)

JPMorgan Chase [LOGO]

JPMorgan Chase & Co.
270 Park Avenue, New York, New York 10017 (212) 270-6000
Global Medium-Term Notes, Series E
Global Warrants, Series E
Global Units, Series E

We may offer our global medium-term notes, at one or more times. We describe the
terms that will generally apply to those notes in this prospectus supplement and
the attached prospectus. We will describe the specific terms of any particular
notes we are offering in an attached pricing supplement.

The following terms may apply to particular notes we may offer:

      MATURITY: The notes will mature more than nine months from the date of
      issue.

      INTEREST: The notes will bear interest at either a fixed rate or a
      floating rate that varies during the lifetime of the relevant notes,
      which, in either case may be zero. Floating rates will be based on rates
      specified in the applicable pricing supplement.

      FLOATING RATES:
      o   CD Rate                 o   Treasury Rate               o   Prime Rate
      o   Federal Funds Rate      o   Commercial Paper Rate       o   CMT Rate
      o   EURIBOR                 o   LIBOR

      Any floating interest rate may be adjusted by adding or subtracting a
      specified spread or margin or by applying a spread multiplier.

      CURRENCIES: The applicable pricing supplement will specify whether the
      notes will be denominated in U.S. dollars or some other currency.

      REDEMPTION: The notes may be either callable by us or puttable by you.

      EXCHANGEABLE: The notes may be optionally or mandatorily exchangeable for
      securities of an entity that is affiliated or not affiliated with us, for
      a basket or index of those securities, or for the cash value of those
      securities.

      PAYMENTS: Payments on the notes may be linked to currency prices,
      commodities, rates, debt or equity securities or other debt or equity
      instruments of entities affiliated or not affiliated with us, baskets of
      those securities or an index or indices of those securities, quantitative
      measures associated with an occurrence, extent of an occurrence, or
      contingency associated with a financial, commercial, or economic
      consequence, or economic or financial indices or measures of economic or
      financial risk or value.

      OTHER TERMS: As specified under "Description of the Notes" and in the
      attached pricing supplement.

We may offer from time to time global warrants that are debt warrants, currency
warrants, interest rate warrants or universal warrants. Each warrant will either
entitle or require you to purchase or sell (1) securities issued by us or by an
entity affiliated or not affiliated with us, a basket of those securities, an
index or indices of those securities or any combination of the above, (2)
currencies or (3) commodities. The specific terms of any warrants that we offer
will be included in the applicable pricing supplement.

We may offer from time to time global units that include any combination of
notes or warrants. The specific terms of any units we offer will be included in
the applicable pricing supplement.

Investing in the securities involves risks. See "Foreign Currency Risks"
beginning on page S-2.

Unless otherwise specified in the applicable pricing supplement, the securities
will not be listed on any securities exchange.

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

These securities have not been approved by the SEC or any state securities
commission, nor have these organizations determined that this prospectus
supplement is accurate or complete. Any representation to the contrary is a
criminal offense.

J.P. Morgan Securities Inc. has agreed to use reasonable efforts to solicit
offers to purchase these securities as our selling agent to the extent it is
named in the applicable pricing supplement. Certain other selling agents to be
named in the applicable pricing supplement may also be used to solicit such
offers on a reasonable efforts basis. The agents may also purchase these
securities as principal at prices to be agreed upon at the time of sale. The
agents may resell any securities they purchase as principal at prevailing market
prices, or at other prices, as the agents determine.

                                    JPMorgan

December 1, 2005

<PAGE>

TABLE OF CONTENTS

Prospectus Supplement                                                       Page
---------------------                                                       ----
About this Prospectus Supplement                                             S-1
Foreign Currency Risks                                                       S-2
Description of Notes                                                         S-4
Description of Warrants                                                     S-22
Description of Units                                                        S-23
The Depositary                                                              S-25
Series E Securities Offered on a Global Basis                               S-27
United States Federal Taxation                                              S-31
Plan of Distribution                                                        S-39
Legal Matters                                                               S-40

Prospectus                                                                  Page
----------                                                                  ----
Where You Can Find More Information                                            1
JPMorgan Chase & Co.                                                           2
Consolidated Ratios of Earnings to Fixed Charges                               4
Use of Proceeds                                                                4
Description of Debt Securities                                                 5
Description of Warrants                                                       11
Description of Units                                                          15
Description of Purchase Contracts                                             18
Forms of Securities                                                           20
Plan of Distribution                                                          23
Experts                                                                       26
Legal Opinions                                                                26
Benefit Plan Investor Considerations                                          26

      You should rely only on the information contained or incorporated by
reference in this prospectus supplement, the prospectus and any additional
prospectus supplement and pricing supplements. We have not authorized anyone
else to provide you with different or additional information. We are offering to
sell these securities and seeking offers to buy these securities only in
jurisdictions where offers and sales are permitted.

      You should not assume that the information in this prospectus supplement,
the prospectus, the applicable pricing supplement or any document incorporated
by reference is accurate as of any date other than their respective dates.


                                       i
<PAGE>

                        ABOUT THIS PROSPECTUS SUPPLEMENT

      We may offer from time to time medium-term notes, warrants and units
described in this prospectus supplement. We will sell the notes, the warrants
and the units primarily in the United States, but we may also sell them outside
the United States or both in and outside the United States simultaneously. We
refer to the notes, warrants and units offered under this prospectus supplement
as our "Series E medium-term notes, " our "Series E warrants" and our "Series E
units." We refer to the offering of the Series E medium-term notes, the Series E
warrants and the Series E units as our "Series E Program."

      As used in this prospectus supplement, the "Company," "we," "us," or "our"
refer to JPMorgan Chase & Co.


                                      S-1
<PAGE>

                             FOREIGN CURRENCY RISKS

      You should consult your financial and legal advisors as to any specific
risks entailed by an investment in notes, warrants or units that are denominated
or payable in, or the payment of which is linked to the value of, foreign
currency. These notes, warrants or units are not appropriate investments for
investors who are not sophisticated in foreign currency transactions.

      The information set forth in this prospectus supplement is directed to
prospective purchasers who are United States residents. We disclaim any
responsibility to advise prospective purchasers who are residents of countries
other than the United States of any matters arising under foreign law that may
affect the purchase of or holding of, or the receipt of payments on, the notes,
warrants or units. These persons should consult their own legal and financial
advisors concerning these matters.

Exchange Rates and Exchange Controls May Affect the Securities' Value or Return

      General Exchange Rate and Exchange Control Risks. An investment in a note,
warrant or unit that is denominated or payable in, or the payment of which is
linked to the value of, currencies other than U.S. dollars entails significant
risks. These risks include the possibility of significant changes in rates of
exchange between the U.S. dollar and the relevant foreign currencies and the
possibility of the imposition or modification of exchange controls by either the
U.S. or foreign governments. These risks generally depend on economic and
political events over which we have no control.

      Exchange Rates Will Affect Your Investment. In recent years, rates of
exchange between U.S. dollars and some foreign currencies have been highly
volatile and this volatility may continue in the future. Fluctuations in any
particular exchange rate that have occurred in the past are not necessarily
indicative, however, of fluctuations that may occur during the term of any note,
warrant or unit. Depreciation against the U.S. dollar of the currency in which a
note, warrant or unit is payable would result in a decrease in the effective
yield of the note below its coupon rate or in the payout of the note, warrant or
unit and could result in an overall loss to you on a U.S. dollar basis. In
addition, depending on the specific terms of a currency-linked note, changes in
exchange rates relating to any of the relevant currencies could result in a
decrease in its effective yield and in your loss of all or a substantial portion
of the value of that note.

      There May Be Specific Exchange Rate Risks Applicable to Warrants.
Fluctuations in the rates of exchange between U.S. dollars and any other
currency (i) in which the exercise price of a warrant is payable, (ii) in which
the value of the property underlying a warrant is quoted or (iii) to be
purchased or sold by exercise of a warrant or in the rates of exchange among any
of these foreign currencies may change the value of a warrant or a unit that
includes a warrant. You could lose money on your investment as a result of these
fluctuations, even if the spot price of the property underlying the warrant were
such that the warrant appeared to be "in the money."

      We Have No Control Over Exchange Rates. Foreign exchange rates can either
float or be fixed by sovereign governments. Exchange rates of most economically
developed nations are permitted to fluctuate in value relative to the U.S.
dollar and to each other. However, from time to time governments may use a
variety of techniques, such as intervention by a country's central bank, the
imposition of regulatory controls or taxes or changes in interest rates to
influence the exchange rates of their currencies. Governments may also issue a
new currency to replace an existing currency or alter the exchange rate or
relative exchange characteristics by a devaluation or revaluation of a currency.
These governmental actions could change or interfere with currency valuations
and currency fluctuations that would otherwise occur in response to economic
forces, as well as in response to the movement of currencies across borders. As
a consequence, these government actions could adversely affect the U.S.
dollar-equivalent yields or payouts for (i) notes denominated or payable in
currencies other than U.S. dollars, (ii) currency-linked notes, (iii) warrants
where the exercise price is denominated in a foreign currency or where the value
of the property underlying the warrants is quoted in a foreign currency and (iv)
warrants to purchase or sell foreign currency.

      We will not make any adjustment or change in the terms of the notes,
warrants or units in the event that exchange rates should become fixed, or in
the event of any devaluation or revaluation or imposition of exchange or other
regulatory controls or taxes, or in the event of other developments affecting
the U.S. dollar or any applicable foreign currency. You will bear those risks.


                                      S-2
<PAGE>

      Some Foreign Currencies May Become Unavailable. Governments have imposed
from time to time, and may in the future impose, exchange controls that could
also affect the availability of a specified foreign currency. Even if there are
no actual exchange controls, it is possible that the applicable currency for any
security not denominated in U.S. dollars would not be available when payments on
that security are due.

      Alternative Payment Method Used if Payment Currency Becomes Unavailable.
If a payment currency is unavailable, we would make required payments in U.S.
dollars on the basis of the market exchange rate. However, if the applicable
currency for any security is not available because the euro has been substituted
for that currency, we would make the payments in euro. The mechanisms for making
payments in these alternative currencies are explained in "Description of Notes
-- Interest and Principal Payments" below.

      We Will Provide Currency Exchange Information in Pricing Supplements. The
applicable pricing supplement will include information regarding current
applicable exchange controls, if any, and historic exchange rate information for
any note, warrant or unit denominated or payable in a foreign currency or
requiring payments that are related to the value of a foreign currency. That
information will be furnished only for information purposes. You should not
assume that any historic information concerning currency exchange rates will be
representative of the range of or trends in fluctuations in currency exchange
rates that may occur in the future.


Currency Conversions May Affect Payments on Some Securities

      The applicable pricing supplement may provide for (i) payments on a
non-U.S. dollar denominated note, warrant or unit to be made in U.S. dollars or
(ii) payments on a U.S. dollar denominated note, warrant or unit to be made in a
currency other than U.S. dollars. In these cases, the exchange rate agent
identified in the pricing supplement will convert the currencies. You will bear
the costs of conversion through deductions from those payments.


Exchange Rates May Affect the Value of a New York Judgment Involving Non-U.S.
Dollar Securities

      The notes, warrants and units will be governed by and construed in
accordance with the laws of the State of New York. Unlike many courts in the
United States outside the State of New York, the courts in the State of New York
customarily enter judgments or decrees for money damages in the foreign currency
in which notes, warrants and units are denominated. These amounts would then be
converted into U.S. dollars at the rate of exchange in effect on the date the
judgment or decree is entered. You would bear the foreign currency risk during
litigation.

Additional risks specific to particular securities issued under our Series E
Program will be detailed in the applicable pricing supplements.


                                      S-3
<PAGE>

                              DESCRIPTION OF NOTES

      Investors should carefully read the general terms and provisions of our
debt securities in "Description of Debt Securities" in the prospectus. This
section supplements that description. The pricing supplement will add specific
terms for each issuance of notes and may modify or replace any of the
information in this section and in "Description of Debt Securities" in the
prospectus. If a note is offered as part of a unit, investors should also review
the information in "Description of Units" in the prospectus and in this
prospectus supplement.

General Terms of Notes

      We may issue notes under an Indenture dated May 25, 2001, between us and
Deutsche Bank Trust Company Americas, formerly Bankers Trust Company, as
trustee. We refer to the Indenture, as may be supplemented from time to time, as
the "Indenture." The Series E medium-term notes issued under the Indenture will
constitute a single series under the Indenture, together with any medium-term
notes we have issued in the past or that we issue in the future under the
Indenture that we designate as being part of that series. We may create and
issue additional notes with the same terms as previous issuances of Series E
medium-term notes, so that the additional notes will be considered as part of
the same issuance as the earlier notes.

      Outstanding Indebtedness of the Company. The Indenture does not limit the
amount of additional indebtedness that we may incur. At September 30, 2005, we
had approximately $402,207,000 aggregate principal amount of debt securities
outstanding under the Indenture.

      Terms May be Specified in One or More Prospectus Supplements, Product
Supplements and/or Pricing Supplements (together referred to herein as a
"pricing supplement"). A pricing supplement will specify the following terms of
any issuance of our Series E medium-term notes to the extent applicable:

      o     the specific designation of the notes;

      o     the issue price (price to public);

      o     the aggregate principal amount;

      o     the denominations or minimum denominations;

      o     the original issue date;

      o     the stated maturity date and any terms related to any extension of
            the maturity date;

      o     whether the notes are fixed rate notes, floating rate notes or notes
            with original issue discount;

      o     for fixed rate notes, the rate per year at which the notes will bear
            interest, if any, or the method of calculating that rate and the
            dates on which interest will be payable;

      o     for floating rate notes, the base rate, the index maturity, the
            spread, the spread multiplier, the initial interest rate, the
            interest reset periods, the interest payment dates, the maximum
            interest rate, the minimum interest rate and any other terms
            relating to the particular method of calculating the interest rate
            for the note;

      o     whether the notes may be redeemed, in whole or in part, at our
            option or repaid at your option, prior to the stated maturity date,
            and the terms of any redemption or repayment;

      o     whether the notes are currency-linked notes and/or notes linked to
            commodities, rates, debt or equity securities or other debt or
            equity instruments of entities affiliated or not affiliated with us,
            baskets of those securities or an index or indices of those
            securities, quantitative measures associated with an occurrence,
            extent of an occurrence, or contingency associated with a financial,
            commercial, or economic consequence, or economic or financial
            indices or measures of economic or financial risk or value;

      o     the terms on which holders of the notes may convert or exchange them
            into or for stock or other securities of entities affiliated or not
            affiliated with us, or for the cash value of any of these securities
            or for any other property, any specific terms relating to the
            adjustment of the conversion or exchange feature and the period
            during which the holders may effect the conversion or exchange;


                                      S-4
<PAGE>

      o     if any note is not denominated and payable in U.S. dollars, the
            currency or currencies in which the principal, premium, if any, and
            interest, if any, will be paid, which we refer to as the "specified
            currency," along with any other terms relating to the non-U.S.
            dollar denomination, including exchange rates as against the U.S.
            dollar at selected times during the last five years and any exchange
            controls affecting that specified currency;

      o     whether and under what circumstances we will pay additional amounts
            on the notes for any tax, assessment or governmental charge withheld
            or deducted and, if so, whether we will have the option to redeem
            those debt securities rather than pay the additional amounts;

      o     whether the notes will be listed on any stock exchange;

      o     whether the notes will be issued in book-entry or certificated form;

      o     if the notes are in book-entry form, whether the notes will be
            offered on a global basis to investors through Euroclear and
            Clearstream, Luxembourg as well as through the Depositary (each as
            defined below); and

      o     any other terms on which we will issue the notes.

      Some Definitions. We have defined some of the terms that we use frequently
in this prospectus supplement below:

      A "business day" means any day, other than a Saturday or Sunday, (i) that
is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close (a) for all notes, in The
City of New York, (b) for notes denominated in a specified currency other than
U.S. dollars, euro or Australian dollars, in the principal financial center of
the country of the specified currency or (c) for notes denominated in Australian
dollars, in Sydney; and (ii) for notes denominated in euro, a day that is also a
TARGET Settlement Day.

      "Clearstream, Luxembourg" means Clearstream Banking, societe anonyme.

      "Depositary" means The Depository Trust Company, New York, New York.

      "Euro LIBOR notes" means LIBOR notes for which the index currency is
euros.

      "Euroclear operator" means Euroclear Bank S.A./N.V., as operator of the
Euroclear System.

      An "interest payment date" for any note means a date on which, under the
terms of that note, regularly scheduled interest is payable.

      "London banking day" means any day on which dealings in deposits in the
relevant index currency are transacted in the London interbank market.

      The "record date" for any interest payment date is the date 15 calendar
days prior to that interest payment date, whether or not that date is a business
day, unless another date is specified in the applicable pricing supplement.

      "TARGET Settlement Day" means any day on which the Trans-European
Automated Real-time Gross Settlement Express Transfer System ("TARGET") is open.

      References in this prospectus supplement to "U.S. dollar," or "U.S.$" or
"$" are to the currency of the United States of America.

Forms of Notes

      We will offer the notes on a continuing basis and will issue notes only in
fully registered form either as book-entry notes or as certificated notes. We
may issue the notes either alone or as part of a unit. References to "holders"
mean those who own notes registered in their own names, on the books that we or
the trustee maintain for this purpose, and not those who own beneficial
interests in notes registered in street name or in notes issued in book-entry
form through one or more depositaries.


                                      S-5
<PAGE>

      Book-Entry Notes. For notes in book-entry form, we will issue one or more
global certificates representing the entire issue of notes. Except as set forth
in the prospectus under "Forms of Securities -- Global Securities," you may not
exchange book-entry notes or interests in book-entry notes for certificated
notes.

      Each global note certificate representing book-entry notes will be
deposited with, or on behalf of, the Depositary and registered in the name of
the Depositary or nominee of the Depositary. These certificates name the
Depositary or its nominee as the owner of the notes. The Depositary maintains a
computerized system that will reflect the interests held by its participants in
the global notes. An investor's beneficial interest will be reflected in the
records of the Depositary's direct or indirect participants through an account
maintained by the investor with its broker/dealer, bank, trust company or other
representative. A further description of the Depositary's procedures for global
notes representing book-entry notes is set forth in the prospectus under "Forms
of Securities -- Global Securities." The Depositary has confirmed to us, the
agents and the trustee that it intends to follow these procedures.

      Certificated Notes. If we issue notes in certificated form, the
certificate will name the investor or the investor's nominee as the owner of the
note. The person named in the note register will be considered the owner of the
note for all purposes under the Indenture. For example, if we need to ask the
holders of the notes to vote on a proposed amendment to the notes, the person
named in the note register will be asked to cast any vote regarding that note.
If you have chosen to have some other entity hold the certificates for you, that
entity will be considered the owner of your note in our records and will be
entitled to cast the vote regarding your note. You may not exchange certificated
notes for book-entry notes or interests in book-entry notes.

      Denominations. We will issue the notes:

      o     for U.S. dollar-denominated notes, in denominations of $1,000 or any
            amount greater than $1,000 that is an integral multiple of $1,000;
            or

      o     for notes denominated in a specified currency other than U.S.
            dollars, in denominations of the equivalent of $1,000, rounded to an
            integral multiple of 1,000 units of the specified currency, or any
            larger integral multiple of 1,000 units of the specified currency,
            as determined by reference to the market exchange rate, as defined
            under "-- Interest and Principal Payments -- Unavailability of
            Foreign Currency" below, on the business day immediately preceding
            the date of issuance.

Interest and Principal Payments

      Payments, Exchanges and Transfers. Holders may present notes for payment
of principal, premium, if any, and interest, if any, register the transfer of
the notes and exchange the notes at JPMorgan Chase Bank, National Association,
acting through its corporate trust office at 4 New York Plaza, New York, New
York 10004, as our current agent for the payment, transfer and exchange of the
notes. We refer to JPMorgan Chase Bank, National Association, acting in this
capacity, as the paying agent. However, holders of global notes may transfer and
exchange global notes only in the manner and to the extent set forth under
"Forms of Securities -- Global Securities" in the prospectus.

      We will not be required to:

      o     register the transfer or exchange of any note if the holder has
            exercised the holder's right, if any, to require us to repurchase
            the note, in whole or in part, except the portion of the note not
            required to be repurchased;

      o     register the transfer or exchange of notes to be redeemed for a
            period of fifteen calendar days preceding the mailing of the
            relevant notice of redemption; or

      o     register the transfer or exchange of any registered note selected
            for redemption in whole or in part, except the unredeemed or unpaid
            portion of that registered note being redeemed in part.

      No service charge will be made for any registration or transfer or
exchange of notes, but we may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection with the registration of
transfer or exchange of notes.


                                      S-6
<PAGE>

      Although we anticipate making payments of principal, premium, if any, and
interest, if any, on most notes in U.S. dollars, some notes may be payable in
foreign currencies as specified in the applicable pricing supplement. Currently,
few facilities exist in the United States to convert U.S. dollars into foreign
currencies and vice versa. In addition, most U.S. banks do not offer non-U.S.
dollar denominated checking or savings account facilities. Accordingly, unless
alternative arrangements are made, we will pay principal, premium, if any, and
interest, if any, on notes that are payable in a foreign currency to an account
at a bank outside the United States, which, in the case of a note payable in
euro, will be made by credit or transfer to a euro account specified by the
payee in a country for which the euro is the lawful currency.

      Recipients of Payments. The paying agent will pay interest to the person
in whose name the note is registered at the close of business on the applicable
record date. However, upon maturity, redemption or repayment, the paying agent
will pay any interest due to the person to whom it pays the principal of the
note. The paying agent will make the payment of interest on the date of
maturity, redemption or repayment, whether or not that date is an interest
payment date. The paying agent will make the initial interest payment on a note
on the first interest payment date falling after the date of issuance, unless
the date of issuance is less than 15 calendar days before an interest payment
date. In that case, the paying agent will pay interest on the next succeeding
interest payment date to the holder of record on the record date corresponding
to the succeeding interest payment date.

      Book-Entry Notes. The paying agent will make payments of principal,
premium, if any, and interest, if any, to the account of the Depositary, as
holder of book-entry notes, by wire transfer of immediately available funds. We
expect that the Depositary, upon receipt of any payment, will immediately credit
its participants' accounts in amounts proportionate to their respective
beneficial interests in the book-entry notes as shown on the records of the
Depositary. We also expect that payments by the Depositary's participants to
owners of beneficial interests in the book-entry notes will be governed by
standing customer instructions and customary practices and will be the
responsibility of those participants.

      Certificated Notes. Except as indicated below for payments of interest at
maturity, redemption or repayment, the paying agent will make U.S. dollar
payments of interest either:

      o     by check mailed to the address of the person entitled to payment as
            shown on the note register; or

      o     for a holder of at least $10,000,000 in aggregate principal amount
            of certificated notes having the same interest payment date, by wire
            transfer of immediately available funds, if the holder has given
            written notice to the paying agent not later than 15 calendar days
            prior to the applicable interest payment date.

      U.S. dollar payments of principal, premium, if any, and interest, if any,
upon maturity, redemption or repayment on a note will be made in immediately
available funds against presentation and surrender of the note.

      Payment Procedures for Book-Entry Notes Denominated in a Foreign Currency.
Book-entry notes payable in a specified currency other than U.S. dollars will
provide that a beneficial owner of interests in those notes may elect to receive
all or a portion of the payments of principal, premium, if any, or interest, if
any, in U.S. dollars. In those cases, the Depositary will elect to receive all
payments with respect to the beneficial owner's interest in the notes in U.S.
dollars, unless the beneficial owner takes the following steps:

      o     The beneficial owner must give complete instructions to the direct
            or indirect participant through which it holds the book-entry notes
            of its election to receive those payments in the specified currency
            other than U.S. dollars by wire transfer to an account specified by
            the beneficial owner with a bank located outside the United States.
            In the case of a note payable in euro, the account must be a euro
            account in a country for which the euro is the lawful currency.

      o     The participant must notify the Depositary of the beneficial owner's
            election on or prior to the third business day after the applicable
            record date, for payments of interest, and on or prior to the
            twelfth business day prior to the maturity date or any redemption or
            repayment date, for payment of principal or premium.

      o     The Depositary will notify the paying agent of the beneficial
            owner's election on or prior to the fifth business day after the
            applicable record date, for payments of interest, and on or prior to
            the tenth business day prior to the maturity date or any redemption
            or repayment date, for payment of principal or premium.


                                      S-7
<PAGE>

      Beneficial owners should consult their participants in order to ascertain
the deadline for giving instructions to participants in order to ensure that
timely notice will be delivered to the Depositary.

      Payment Procedures for Certificated Notes Denominated in a Foreign
Currency. For certificated notes payable in a specified currency other than U.S.
dollars, the notes may provide that the holder may elect to receive all or a
portion of the payments on those notes in U.S. dollars. To do so, the holder
must send a written request to the paying agent:

      o     for payments of interest, on or prior to the fifth business day
            after the applicable record date; or

      o     for payments of principal, at least ten business days prior to the
            maturity date or any redemption or repayment date.

      To revoke this election for all or a portion of the payments on the
certificated notes, the holder must send written notice to the paying agent:

      o     at least five business days prior to the applicable record date, for
            payment of interest; or

      o     at least ten calendar days prior to the maturity date or any
            redemption or repayment date, for payments of principal.

      If the holder does not elect to be paid in U.S. dollars, the paying agent
will pay the principal, premium, if any, or interest, if any, on the
certificated notes:

      o     by wire transfer of immediately available funds in the specified
            currency to the holder's account at a bank located outside the
            United States, and in the case of a note payable in euro, in a
            country for which the euro is the lawful currency, if the paying
            agent has received the holder's written wire transfer instructions
            not less than 15 calendar days prior to the applicable payment date;
            or

      o     by check payable in the specified currency mailed to the address of
            the person entitled to payment that is specified in the note
            register, if the holder has not provided wire instructions.

However, the paying agent will pay only the principal of the certificated notes,
any premium and interest, if any, due at maturity, or on any redemption or
repayment date, upon surrender of the certificated notes at the office or agency
of the paying agent.

      Determination of Exchange Rate for Payments in U.S. Dollars for Notes
Denominated in a Foreign Currency. The exchange rate agent identified in the
relevant pricing supplement will convert the specified currency into U.S.
dollars for holders who elect to receive payments in U.S. dollars and for
beneficial owners of book-entry notes that do not follow the procedures we have
described immediately above. The conversion will be based on the highest bid
quotation in The City of New York received by the exchange rate agent at
approximately 11:00 a.m., New York City time, on the second business day
preceding the applicable payment date from three recognized foreign exchange
dealers for the purchase by the quoting dealer:

      o     of the specified currency for U.S. dollars for settlement on the
            payment date;

      o     in the aggregate amount of the specified currency payable to those
            holders or beneficial owners of notes; and

      o     at which the applicable dealer commits to execute a contract.

One of the dealers providing quotations may be the exchange rate agent unless
the exchange rate agent is our affiliate. If those bid quotations are not
available, payments will be made in the specified currency. The holders or
beneficial owners of notes will pay all currency exchange costs by deductions
from the amounts payable on the notes.

      Unavailability of Foreign Currency. The relevant specified currency may
not be available to us for making payments of principal of, premium, if any, or
interest, if any, on any note. This could occur due to the imposition of
exchange controls or other circumstances beyond our control or if the specified
currency is no longer used by the government of the country issuing that
currency or by public institutions within the international banking community
for the settlement of transactions. If the specified currency is unavailable, we
may satisfy our


                                      S-8
<PAGE>

obligations to holders of the notes by making those payments on the date of
payment in U.S. dollars on the basis of the noon dollar buying rate in The City
of New York for cable transfers of the currency or currencies in which a payment
on any note was to be made, published by the Federal Reserve Bank of New York,
which we refer to as the "market exchange rate." If that rate of exchange is not
then available or is not published for a particular payment currency, the market
exchange rate will be based on the highest bid quotation in The City of New York
received by the exchange rate agent at approximately 11:00 a.m., New York City
time, on the second business day preceding the applicable payment date from
three recognized foreign exchange dealers for the purchase by the quoting
dealer:

      o     of the specified currency for U.S. dollars for settlement on the
            payment date;

      o     in the aggregate amount of the specified currency payable to those
            holders or beneficial owners of notes; and

      o     at which the applicable dealer commits to execute a contract.

One of the dealers providing quotations may be the exchange rate agent unless
the exchange rate agent is our affiliate. If those bid quotations are not
available, the exchange rate agent will determine the market exchange rate at
its sole discretion.

      These provisions do not apply if a specified currency is unavailable
because it has been replaced by the euro. If the euro has been substituted for a
specified currency, we may at our option, or will, if required by applicable
law, without the consent of the holders of the affected notes, pay the principal
of, premium, if any, or interest, if any, on any note denominated in the
specified currency in euro instead of the specified currency, in conformity with
legally applicable measures taken pursuant to, or by virtue of, the Treaty
establishing the European Community, as amended by the treaty on European Union.
Any payment made in U.S. dollars or in euro as described above where the
required payment is in an unavailable specified currency will not constitute an
event of default.

      Discount Notes. Some notes may be considered to be issued with original
issue discount, which must be included in income for United States federal
income tax purposes at a constant yield. See "United States Federal Taxation --
Tax Consequences to United States Holders -- Original Issue Discount" below. If
the principal of any note that is considered to be issued with original issue
discount is declared to be due and payable immediately as described under
"Description of Debt Securities -- Events of Default" in the prospectus, the
amount of principal due and payable on that note will be limited to:

      o     the aggregate principal amount of the note multiplied by the sum of

      o     its issue price, expressed as a percentage of the aggregate
            principal amount, plus

      o     the original issue discount amortized from the date of issue to the
            date of declaration, expressed as a percentage of the aggregate
            principal amount.

The amortization will be calculated using the "interest method," computed in
accordance with generally accepted accounting principles in effect on the date
of declaration. See the applicable pricing supplement for any special
considerations applicable to these notes.

Fixed Rate Notes

      Each fixed rate note will bear interest from the date of issuance at the
annual rate stated on its face until the principal is paid or made available for
payment.

      How Interest Is Calculated. Interest on fixed rate notes will be computed
on the basis of a 360-day year of twelve 30-day months.

      How Interest Accrues. Interest on fixed rate notes will accrue from and
including the most recent interest payment date to which interest has been paid
or duly provided for, or, if no interest has been paid or duly provided for,
from and including the issue date or any other date specified in a pricing
supplement on which interest begins to accrue. Interest will accrue to but
excluding the next interest payment date, or, if earlier, the date on which the
principal has been paid or duly made available for payment, except as described
below under "-- If a Payment Date Is Not a Business Day."


                                      S-9
<PAGE>

      When Interest Is Paid. Payments of interest on fixed rate notes will be
made on the interest payment dates specified in the applicable pricing
supplement. However, if the first interest payment date is less than 15 days
after the date of issuance, interest will not be paid on the first interest
payment date, but will be paid on the second interest payment date.

      Amount of Interest Payable. Interest payments for fixed rate notes will
include accrued interest from and including the date of issue or from and
including the last date in respect of which interest has been paid, as the case
may be, to but excluding the relevant interest payment date or date of maturity
or earlier redemption or repayment, as the case may be.

      If a Payment Date Is Not a Business Day. If any scheduled interest payment
date is not a business day, we will pay interest on the next business day, but
interest on that payment will not accrue during the period from and after the
scheduled interest payment date. If the scheduled maturity date or date of
redemption or repayment is not a business day, we may pay interest, if any, and
principal and premium, if any, on the next succeeding business day, but interest
on that payment will not accrue during the period from and after the scheduled
maturity date or date of redemption or repayment.

Floating Rate Notes

      Each floating rate note will mature on the date specified in the
applicable pricing supplement.

      Each floating rate note will bear interest at a floating rate determined
by reference to an interest rate or interest rate formula, which we refer to as
the "base rate." The base rate may be one or more of the following:

      o     the CD rate,

      o     the commercial paper rate,

      o     EURIBOR,

      o     the federal funds rate,

      o     LIBOR,

      o     the prime rate,

      o     the Treasury rate,

      o     the CMT rate, or

      o     any other rate or interest rate formula specified in the applicable
            pricing supplement and in the floating rate note.

      Formula for Interest Rates. The interest rate on each floating rate note
      will be calculated by reference to:

      o     the specified base rate based on the index maturity,

      o     plus or minus the spread, if any, and/or

      o     multiplied by the spread multiplier, if any.

      For any floating rate note, "index maturity" means the period of maturity
of the instrument or obligation from which the base rate is calculated and will
be specified in the applicable pricing supplement. The "spread" is the number of
basis points (one one-hundredth of a percentage point) specified in the
applicable pricing supplement to be added to or subtracted from the base rate
for a floating rate note. The "spread multiplier" is the percentage specified in
the applicable pricing supplement to be applied to the base rate for a floating
rate note. The interest rate on any inverse floating rate note will also be
calculated by reference to a fixed rate.

      Limitations on Interest Rate. A floating rate note may also have either or
both of the following limitations on the interest rate:

      o     a maximum limitation, or ceiling, on the rate of interest which may
            accrue during any interest period, which we refer to as the "maximum
            interest rate"; and/or


                                      S-10
<PAGE>

      o     a minimum limitation, or floor, on the rate of interest that may
            accrue during any interest period, which we refer to as the "minimum
            interest rate."

Any applicable maximum interest rate or minimum interest rate will be set forth
in the applicable pricing supplement.

      In addition, the interest rate on a floating rate note may not be higher
than the maximum rate permitted by New York law, as that rate may be modified by
United States law of general application. Under current New York law, the
maximum rate of interest, subject to some exceptions, for any loan in an amount
less than $250,000 is 16% and for any loan in the amount of $250,000 or more but
less than $2,500,000 is 25% per annum on a simple interest basis. These limits
do not apply to loans of $2,500,000 or more.

      How Floating Interest Rates Are Reset. The interest rate in effect from
the date of issue to the first interest reset date for a floating rate note will
be the initial interest rate specified in the applicable pricing supplement. We
refer to this rate as the "initial interest rate." The interest rate on each
floating rate note may be reset daily, weekly, monthly, quarterly, semiannually
or annually. This period is the "interest reset period" and the first day of
each interest reset period is the "interest reset date." The "interest
determination date" for any interest reset date is the day the calculation agent
identified in the applicable pricing supplement will refer to when determining
the new interest rate at which a floating rate will reset, and is applicable as
follows:

      o     for federal funds rate notes and prime rate notes, the interest
            determination date will be on the business day prior to the interest
            rate reset date;

      o     for CD rate notes, commercial paper rate notes, prime rate notes and
            CMT rate notes, the interest determination date will be the second
            business day prior to the interest reset date;

      o     for EURIBOR notes or Euro LIBOR notes, the interest determination
            date will be the second TARGET Settlement Day, as defined above
            under "-- General Terms of Notes -- Some Definitions," prior to the
            interest reset date;

      o     for LIBOR notes (other than Euro LIBOR notes), the interest
            determination date will be the second London banking day prior to
            the interest reset date, except that the interest determination date
            pertaining to an interest reset date for a LIBOR note for which the
            index currency is pounds sterling will be the interest reset date;
            and

      o     for Treasury rate notes, the interest determination date will be the
            day of the week in which the interest reset date falls on which
            Treasury bills would normally be auctioned.

Treasury bills are normally sold at auction on Monday of each week, unless that
day is a legal holiday, in which case the auction is normally held on the
following Tuesday, but the auction may be held on the preceding Friday. If, as
the result of a legal holiday, the auction is held on the preceding Friday, that
Friday will be the interest determination date pertaining to the interest reset
date occurring in the next succeeding week. If an auction falls on a day that is
an interest reset date, that interest reset date will be the next following
business day.

      The interest reset dates will be specified in the applicable pricing
supplement. If an interest reset date for any floating rate note falls on a day
that is not a business day, it will be postponed to the following business day,
except that, in the case of a EURIBOR note or a LIBOR note, if that business day
is in the next calendar month, the interest reset date will be the immediately
preceding business day.

      The interest rate in effect for the ten calendar days immediately prior to
maturity, redemption or repayment will be the one in effect on the tenth
calendar day preceding the maturity, redemption or repayment date.

      In the detailed descriptions of the various base rates which follow, the
"calculation date" pertaining to an interest determination date means the
earlier of (i) the tenth calendar day after that interest determination date,
or, if that day is not a business day, the next succeeding business day, and
(ii) the business day immediately preceding the applicable interest payment date
or maturity date or, for any principal amount to be redeemed or repaid, any
redemption or repayment date.

      How Interest Is Calculated. Interest on floating rate notes will accrue
from and including the most recent interest payment date to which interest has
been paid or duly provided for, or, if no interest has been paid or duly

                                      S-11
<PAGE>

provided for, from and including the issue date or any other date specified in a
pricing supplement on which interest begins to accrue. Interest will accrue to
but excluding the next interest payment date or, if earlier, the date on which
the principal has been paid or duly made available for payment, except as
described below under "-- If a Payment Date Is Not a Business Day."

      The applicable pricing supplement will specify a calculation agent for any
issue of floating rate notes. Upon the request of the holder of any floating
rate note, the calculation agent will provide the interest rate then in effect
and, if determined, the interest rate that will become effective on the next
interest reset date for that floating rate note.

      For a floating rate note, accrued interest will be calculated by
multiplying the principal amount of the floating rate note by an accrued
interest factor. This accrued interest factor will be computed by adding the
interest factors calculated for each day in the period for which interest is
being paid. The interest factor for each day is computed by dividing the
interest rate applicable to that day:

      o     by 360, in the case of CD rate notes, commercial paper rate notes,
            EURIBOR notes, federal funds rate notes, LIBOR notes (except for
            LIBOR notes denominated in pounds sterling) and prime rate notes;

      o     by 365, in the case of LIBOR notes denominated in pounds sterling;
            or

      o     by the actual number of days in the year, in the case of Treasury
            rate notes and CMT rate notes.

For these calculations, the interest rate in effect on any interest reset date
will be the applicable rate as reset on that date. The interest rate applicable
to any other day is the interest rate from the immediately preceding interest
reset date or, if none, the initial interest rate.

      All percentages used in or resulting from any calculation of the rate of
interest on a floating rate note will be rounded, if necessary, to the nearest
one hundred-thousandth of a percentage point (with 0.000005% rounded up to
0.00001%), and all U.S. dollar amounts used in or resulting from these
calculations on floating rate notes will be rounded to the nearest cent (with
one-half cent rounded upward). All Japanese Yen amounts used in or resulting
from these calculations will be rounded downward to the next lower whole
Japanese Yen amount. All amounts denominated in any other currency used in or
resulting from these calculations will be rounded to the nearest two decimal
places in that currency with 0.005 being rounded upward to 0.01.

      When Interest Is Paid. We will pay interest on floating rate notes on the
interest payment dates specified in the applicable pricing supplement. However,
if the first interest payment date is less than 15 days after the date of
issuance, interest will not be paid on the first interest payment date, but will
be paid on the second interest payment date.

      If a Payment Date Is Not a Business Day. If any scheduled interest payment
date, other than the maturity date or any earlier redemption or repayment date,
for any floating rate note falls on a day that is not a business day, it will be
postponed to the following business day, except that, in the case of a EURIBOR
note or a LIBOR note, if that business day would fall in the next calendar
month, the interest payment date will be the immediately preceding business day.
If the scheduled maturity date or any earlier redemption or repayment date of a
floating rate note falls on a day that is not a business day, the payment of
principal, premium, if any, and interest, if any, will be made on the next
succeeding business day, but interest on that payment will not accrue during the
period from and after the maturity, redemption or repayment date.

Base Rate Notes

      CD Rate Notes

      CD rate notes will bear interest at the interest rates specified in the CD
rate notes and in the applicable pricing supplement. Those interest rates will
be based on the CD rate and any spread and/or spread multiplier and will be
subject to the minimum interest rate and the maximum interest rate, if any.

      The "CD rate" means, for any interest determination date, the rate on that
date for negotiable U.S. dollar certificates of deposit having the index
maturity specified in the applicable pricing supplement as published by the
Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates," or


                                      S-12
<PAGE>

any successor publication of the Board of Governors of the Federal Reserve
System ("H.15(519)") under the heading "CDs (Secondary Market)."

      The following procedures will be followed if the CD rate cannot be
determined as described above:

      o     If the above rate is not published in H.15(519) by 3:00 p.m., New
            York City time, on the calculation date, the CD rate will be the
            rate on that interest determination date set forth in the daily
            update of H.15(519), available through the world wide website of the
            Board of Governors of the Federal Reserve System, or any successor
            site or publication, which is commonly referred to as the "H.15
            Daily Update," for the interest determination date for certificates
            of deposit having the index maturity specified in the applicable
            pricing supplement, under the caption "CDs (Secondary Market)."

      o     If the above rate is not yet published in either H.15(519) or the
            H.15 Daily Update by 3:00 p.m., New York City time, on the
            calculation date, the calculation agent will determine the CD rate
            to be the arithmetic mean of the secondary market offered rates as
            of 10:00 a.m., New York City time, on that interest determination
            date of three leading nonbank dealers in negotiable U.S. dollar
            certificates of deposit in The City of New York, which may include
            the agent and its affiliates, selected by the calculation agent,
            after consultation with us, for negotiable U.S. dollar certificates
            of deposit of major U.S. money center banks of the highest credit
            standing in the market for negotiable certificates of deposit with a
            remaining maturity closest to the index maturity specified in the
            applicable pricing supplement in an amount that is representative
            for a single transaction in that market at that time.

      o     If the dealers selected by the calculation agent are not quoting as
            set forth above, the CD rate for that interest determination date
            will remain the CD rate for the immediately preceding interest reset
            period, or, if there was no interest reset period, the rate of
            interest payable will be the initial interest rate.

      Commercial Paper Rate Notes

      Commercial paper rate notes will bear interest at the interest rates
specified in the commercial paper rate notes and in the applicable pricing
supplement. Those interest rates will be based on the commercial paper rate and
any spread and/or spread multiplier and will be subject to the minimum interest
rate and the maximum interest rate, if any.

      The "commercial paper rate" means, for any interest determination date,
the money market yield, calculated as described below, of the rate on that date
for commercial paper having the index maturity specified in the applicable
pricing supplement, as that rate is published in H.15(519), under the heading
"Commercial Paper -- Nonfinancial."

      The following procedures will be followed if the commercial paper rate
cannot be determined as described above:

      o     If the above rate is not published by 3:00 p.m., New York City time,
            on the calculation date, then the commercial paper rate will be the
            money market yield of the rate on that interest determination date
            for commercial paper of the index maturity specified in the
            applicable pricing supplement as published in the H.15 Daily Update,
            or other recognized electronic source used for the purpose of
            displaying the applicable rate, under the heading "Commercial Paper
            -- Nonfinancial."

      o     If by 3:00 p.m., New York City time, on that calculation date the
            rate is not yet published in either H.15(519) or the H.15 Daily
            Update, then the calculation agent will determine the commercial
            paper rate to be the money market yield of the arithmetic mean of
            the offered rates as of 11:00 a.m., New York City time, on that
            interest determination date of three leading dealers of U.S. dollar
            commercial paper in The City of New York, which may include the
            agent and its affiliates, selected by the calculation agent, after
            consultation with us, for commercial paper of the index maturity
            specified in the applicable pricing supplement, placed for an
            industrial issuer whose bond rating is "AA," or the equivalent, from
            a nationally recognized statistical rating agency.

      o     If the dealers selected by the calculation agent are not quoting as
            set forth above, the commercial paper rate for that interest
            determination date will remain the commercial paper rate for the
            immediately


                                      S-13
<PAGE>

            preceding interest reset period, or, if there was no interest reset
            period, the rate of interest payable will be the initial interest
            rate.

      The "money market yield" will be a yield calculated in accordance with the
following formula:

                                              D x 360
                      money market yield = ------------- x 100
                                           360 - (D x M)

where "D" refers to the applicable per year rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the interest period for which interest is being calculated.

      EURIBOR Notes

      EURIBOR notes will bear interest at the interest rates specified in the
EURIBOR notes and in the applicable pricing supplement. That interest rate will
be based on EURIBOR and any spread and/or spread multiplier and will be subject
to the minimum interest rate and the maximum interest rate, if any.

      "EURIBOR" means, for any interest determination date, the rate for
deposits in euros as sponsored, calculated and published jointly by the European
Banking Federation and ACI -- The Financial Market Association, or any company
established by the joint sponsors for purposes of compiling and publishing those
rates, for the index maturity specified in the applicable pricing supplement as
that rate appears on the display on Moneyline Telerate, or any successor
service, on page 248 or any other page as may replace page 248 on that service,
which is commonly referred to as "Telerate Page 248," as of 11:00 a.m. (Brussels
time).

      The following procedures will be followed if the rate cannot be determined
as described above:

      o     If the above rate does not appear, the calculation agent will
            request the principal Euro-zone office of each of four major banks
            in the Euro-zone interbank market, as selected by the calculation
            agent, after consultation with us, to provide the calculation agent
            with its offered rate for deposits in euros, at approximately 11:00
            a.m. (Brussels time) on the interest determination date, to prime
            banks in the Euro-zone interbank market for the index maturity
            specified in the applicable pricing supplement commencing on the
            applicable interest reset date, and in a principal amount not less
            than the equivalent of U.S.$1 million in euro that is representative
            of a single transaction in euro, in that market at that time. If at
            least two quotations are provided, EURIBOR will be the arithmetic
            mean of those quotations.

      o     If fewer than two quotations are provided, EURIBOR will be the
            arithmetic mean of the rates quoted by four major banks in the
            Euro-zone interbank market, as selected by the calculation agent,
            after consultation with us, at approximately 11:00 a.m. (Brussels
            time), on the applicable interest reset date for loans in euro to
            leading European banks for a period of time equivalent to the index
            maturity specified in the applicable pricing supplement commencing
            on that interest reset date in a principal amount not less than the
            equivalent of U.S.$1 million in euro.

      o     If the banks so selected by the calculation agent are not quoting as
            set forth above, EURIBOR for that interest determination date will
            remain EURIBOR for the immediately preceding interest reset period,
            or, if there was no interest reset period, the rate of interest
            payable will be the initial interest rate.

      "Euro-zone" means the region comprising member states of the European
Union that have adopted the single currency in accordance with the relevant
treaty of the European Union, as amended.

      Federal Funds Rate Notes

      Federal funds rate notes will bear interest at the interest rates
specified in the federal funds rate notes and in the applicable pricing
supplement. Those interest rates will be based on the federal funds rate and any
spread and/or spread multiplier and will be subject to the minimum interest rate
and the maximum interest rate, if any.

      The "federal funds rate" means, for any interest determination date, the
rate on that date for federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" as displayed on Moneyline Telerate, or any successor
service, on page 120 or any other page as may replace the applicable page on
that service, which is commonly referred to as "Telerate Page 120."


                                      S-14
<PAGE>

      The following procedures will be followed if the federal funds rate cannot
be determined as described above:

      o     If the above rate is not published by 3:00 p.m., New York City time,
            on the calculation date, the federal funds rate will be the rate on
            that interest determination date as published in the H.15 Daily
            Update, or other recognized electronic source used for the purpose
            of displaying the applicable rate, under the heading "Federal
            Funds/Effective Rate."

      o     If the above rate is not yet published in either H.15(519) or the
            H.15 Daily Update by 3:00 p.m., New York City time, on the
            calculation date, the calculation agent will determine the federal
            funds rate to be the arithmetic mean of the rates for the last
            transaction in overnight U.S. dollar federal funds by each of three
            leading brokers of U.S. dollar federal funds transactions in The
            City of New York, which may include the agent and its affiliates,
            selected by the calculation agent, after consultation with us, prior
            to 9:00 a.m., New York City time, on that interest determination
            date.

      o     If the brokers selected by the calculation agent are not quoting as
            set forth above, the federal funds rate for that interest
            determination date will remain the federal funds rate for the
            immediately preceding interest reset period, or, if there was no
            interest reset period, the rate of interest payable will be the
            initial interest rate.

      LIBOR Notes

      LIBOR notes will bear interest at the interest rates specified in the
LIBOR notes and in the applicable pricing supplement. That interest rate will be
based on London Interbank Offered Rate, which is commonly referred to as
"LIBOR," and any spread and/or spread multiplier and will be subject to the
minimum interest rate and the maximum interest rate, if any.

      The calculation agent will determine "LIBOR" for each interest
determination date as follows:

      o     As of the interest determination date, LIBOR will be either:

            o     if "LIBOR Reuters" is specified in the applicable pricing
                  supplement, the arithmetic mean of the offered rates for
                  deposits in the index currency having the index maturity
                  designated in the applicable pricing supplement, commencing on
                  the second London banking day immediately following that
                  interest determination date, that appear on the Designated
                  LIBOR Page, as defined below, as of 11:00 a.m., London time,
                  on that interest determination date, if at least two offered
                  rates appear on the Designated LIBOR Page; except that if the
                  specified Designated LIBOR Page, by its terms provides only
                  for a single rate, that single rate will be used; or

            o     if "LIBOR Telerate" is specified in the applicable pricing
                  supplement, the rate for deposits in the index currency having
                  the index maturity designated in the applicable pricing
                  supplement, commencing on the second London banking day
                  immediately following that interest determination date or, if
                  pounds sterling is the index currency, commencing on that
                  interest determination date, that appears on the Designated
                  LIBOR Page at approximately 11:00 a.m., London time, on that
                  interest determination date.

      o     If (i) fewer than two offered rates appear and "LIBOR Reuters" is
            specified in the applicable pricing supplement, or (ii) no rate
            appears and the applicable pricing supplement specifies either (a)
            "LIBOR Telerate" or (b) "LIBOR Reuters" and the Designated LIBOR
            Page by its terms provides only for a single rate, then the
            calculation agent will request the principal London offices of each
            of four major reference banks in the London interbank market, as
            selected by the calculation agent after consultation with us, to
            provide the calculation agent with its offered quotation for
            deposits in the index currency for the period of the index maturity
            specified in the applicable pricing supplement commencing on the
            second London banking day immediately following the interest
            determination date or, if pounds sterling is the index currency,
            commencing on that interest determination date, to prime banks in
            the London interbank market at approximately 11:00 a.m., London
            time, on that interest determination date and in a principal amount
            that is representative of a single transaction in that index
            currency in that market at that time.

      o     If at least two quotations are provided, LIBOR determined on that
            interest determination date will be the arithmetic mean of those
            quotations. If fewer than two quotations are provided, LIBOR will be


                                      S-15
<PAGE>

            determined for the applicable interest reset date as the arithmetic
            mean of the rates quoted at approximately 11:00 a.m., London time,
            or some other time specified in the applicable pricing supplement,
            in the applicable principal financial center for the country of the
            index currency on that interest reset date, by three major banks in
            that principal financial center selected by the calculation agent,
            after consultation with us, for loans in the index currency to
            leading European banks, having the index maturity specified in the
            applicable pricing supplement and in a principal amount that is
            representative of a single transaction in that index currency in
            that market at that time.

      o     If the banks so selected by the calculation agent are not quoting as
            set forth above, LIBOR for that interest determination date will
            remain LIBOR for the immediately preceding interest reset period,
            or, if there was no interest reset period, the rate of interest
            payable will be the initial interest rate.

      The "index currency" means the currency specified in the applicable
pricing supplement as the currency for which LIBOR will be calculated, or, if
the euro is substituted for that currency, the index currency will be the euro.
If that currency is not specified in the applicable pricing supplement, the
index currency will be U.S. dollars.

      "Designated LIBOR Page" means either (i) if "LIBOR Reuters" is designated
in the applicable pricing supplement, the display on the Reuters Monitor Money
Rates Service for the purpose of displaying the London interbank rates of major
banks for the applicable index currency or its designated successor, or (ii) if
"LIBOR Telerate" is designated in the applicable pricing supplement, the display
on Moneyline Telerate, or any successor service, on the page specified in the
applicable pricing supplement, or any other page as may replace that page on
that service, for the purpose of displaying the London interbank rates of major
banks for the applicable index currency.

      If neither LIBOR Reuters nor LIBOR Telerate is specified in the applicable
pricing supplement, LIBOR for the applicable index currency will be determined
as if LIBOR Telerate were specified, and, if the U.S. dollar is the index
currency, as if Page 3750, had been specified.

      Prime Rate Notes

      Prime rate notes will bear interest at the interest rates specified in the
prime rate notes and in the applicable pricing supplement. That interest rate
will be based on the prime rate and any spread and/or spread multiplier, and
will be subject to the minimum interest rate and the maximum interest rate, if
any.

      The "prime rate" means, for any interest determination date, the rate on
that date as published in H.15(519) under the heading "Bank Prime Loan."

      The following procedures will be followed if the prime rate cannot be
determined as described above:

      o     If the above rate is not published prior to 3:00 p.m., New York City
            time, on the calculation date, then the prime rate will be the rate
            on that interest determination date as published in H.15 Daily
            Update under the heading "Bank Prime Loan."

      o     If the rate is not published in either H.15(519) or the H.15 Daily
            Update by 3:00 p.m., New York City time, on the calculation date,
            then the calculation agent will determine the prime rate to be the
            arithmetic mean of the rates of interest publicly announced by each
            bank that appears on the Reuters Screen USPRIME 1 Page, as defined
            below, as that bank's prime rate or base lending rate as in effect
            for that interest determination date.

      o     If fewer than four rates appear on the Reuters Screen USPRIME 1 Page
            by 3:00 p.m., New York City time, for that interest determination
            date, the calculation agent will determine the prime rate to be the
            arithmetic mean of the prime rates quoted on the basis of the actual
            number of days in the year divided by 360 as of the close of
            business on that interest determination date by at least three major
            banks in The City of New York, which may include affiliates of the
            agent, selected by the calculation agent, after consultation with
            us.

      o     If the banks selected by the calculation agent are not quoting as
            set forth above, the prime rate for that interest determination date
            will remain the prime rate for the immediately preceding interest
            reset period, or, if there was no interest reset period, the rate of
            interest payable will be the initial interest rate.


                                      S-16
<PAGE>

      "Reuters Screen USPRIME 1 Page" means the display designated as page
"USPRIME 1" on the Reuters Monitor Money Rates Service, or any successor
service, or any other page as may replace the USPRIME 1 Page on that service for
the purpose of displaying prime rates or base lending rates of major U.S. banks.

      Treasury Rate Notes

      Treasury rate notes will bear interest at the interest rates specified in
the Treasury rate notes and in the applicable pricing supplement. That interest
rate will be based on the Treasury rate and any spread and/or spread multiplier
and will be subject to the minimum interest rate and the maximum interest rate,
if any.

      The "Treasury rate" means:

      o     the rate from the auction held on the applicable interest
            determination date, which we refer to as the "auction," of direct
            obligations of the United States, which are commonly referred to as
            "Treasury Bills," having the index maturity specified in the
            applicable pricing supplement as that rate appears under the caption
            "INVESTMENT RATE" on the display on Moneyline Telerate, or any
            successor service, on page 56 or any other page as may replace page
            56 on that service, which we refer to as "Telerate Page 56," or page
            57 or any other page as may replace page 57 on that service, which
            we refer to as "Telerate Page 57"; or

      o     if the rate described in the first bullet point is not published by
            3:00 p.m., New York City time, on the calculation date, the bond
            equivalent yield of the rate for the applicable Treasury Bills as
            published in the H.15 Daily Update, or other recognized electronic
            source used for the purpose of displaying the applicable rate, under
            the caption "U.S. Government Securities/Treasury Bills/Auction
            High"; or

      o     if the rate described in the second bullet point is not published by
            3:00 p.m., New York City time, on the related calculation date, the
            bond equivalent yield of the auction rate of the applicable Treasury
            Bills, announced by the United States Department of the Treasury; or

      o     if the rate referred to in the third bullet point is not announced
            by the United States Department of the Treasury, or if the auction
            is not held, the bond equivalent yield of the rate on the applicable
            interest determination date of Treasury Bills having the index
            maturity specified in the applicable pricing supplement published in
            H.15(519) under the caption "U.S. Government Securities/Treasury
            Bills/ Secondary Market"; or

      o     if the rate referred to in the fourth bullet point is not so
            published by 3:00 p.m., New York City time, on the related
            calculation date, the rate on the applicable interest determination
            date of the applicable Treasury Bills as published in H.15 Daily
            Update, or other recognized electronic source used for the purpose
            of displaying the applicable rate, under the caption "U.S.
            Government Securities/Treasury Bills/Secondary Market"; or

      o     if the rate referred to in the fifth bullet point is not so
            published by 3:00 p.m., New York City time, on the related
            calculation date, the rate on the applicable interest determination
            date calculated by the calculation agent as the bond equivalent
            yield of the arithmetic mean of the secondary market bid rates, as
            of approximately 3:30 p.m., New York City time, on the applicable
            interest determination date, of three primary U.S. government
            securities dealers, which may include the agent and its affiliates,
            selected by the calculation agent, for the issue of Treasury Bills
            with a remaining maturity closest to the index maturity specified in
            the applicable pricing supplement; or

      o     if the dealers selected by the calculation agent are not quoting as
            set forth above, the Treasury rate for that interest determination
            date will remain the Treasury rate for the immediately preceding
            interest reset period, or, if there was no interest reset period,
            the rate of interest payable will be the initial interest rate.

      The "bond equivalent yield" means a yield calculated in accordance with
the following formula and expressed as a percentage:

                                                 D x N
                     bond equivalent yield = ------------- x 100
                                             360 - (D x M)


                                      S-17
<PAGE>

In this formula, "D" refers to the applicable per annum rate for Treasury Bills
quoted on a bank discount basis, "N" refers to 365 or 366, as the case may be,
and "M" refers to the actual number of days in the interest period for which
interest is being calculated.

      CMT Rate Notes

      CMT rate notes will bear interest at the interest rate specified in the
CMT rate notes and in the applicable pricing supplement. That interest rate will
be based on the CMT rate and any spread and/or spread multiplier and will be
subject to the minimum interest rate and the maximum interest rate, if any.

      The "CMT rate" means, for any interest determination date, the rate as set
forth in H.15(519) as defined below, under the caption "Treasury constant
maturities", for:

      o     the rate on that interest determination date, if the Designated CMT
            Telerate Page, as defined below, is 7051; and

      o     the week or the month, as applicable, ended immediately preceding
            the week in which the related interest determination date occurs, if
            the Designated CMT Telerate Page is 7052.

      The following procedures will be followed if the CMT rate cannot be
determined as described above:

      o     If the CMT rate is not displayed on the relevant page by 3:30 p.m.,
            New York City time on the related calculation date, then the CMT
            rate will be a percentage equal to the yield for United States
            Treasury securities at "constant maturity" for the Designated CMT
            Maturity Index on the related calculation 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 the related calculation date will be the rate
            for the Designated CMT Maturity Index 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 Designated CMT Telerate Page and
            published in the relevant H.15(519).

      o     If on the related calculation 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 Designated CMT Maturity Index, the
            CMT rate on the related calculation 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 related calculation 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
            Designated CMT Maturity Index, a remaining term to maturity of no
            more than one year shorter than that Designated CMT Maturity Index
            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 Designated CMT
            Maturity Index, 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 related calculation 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 related
            calculation 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


                                      S-18
<PAGE>

            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 Designated CMT
            Maturity Index, a remaining term to maturity closest to the
            Designated CMT Maturity Index and in a Representative Amount. If two
            United States Treasury securities with an original maturity longer
            than the Designated CMT Maturity Index have remaining terms to
            maturity that are equally close to the Designated CMT Maturity
            Index, 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.

      "Designated CMT Telerate Page" means the display on Moneyline Telerate, or
any successor service, on the page designated in the applicable prospectus
supplement or any other page as may replace that page on that service for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519). If
no page is specified in the applicable prospectus supplement the Designated CMT
Telerate Page will be 7052, for the most recent week.

      "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 world-wide-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 website, and such information
is not incorporated by reference herein and should not be considered a part of
this prospectus supplement.

      "Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities, which is either 1, 2, 3, 5, 7, 10, 20 or 30 years,
specified in the applicable prospectus supplement for which the CMT rate will be
calculated. If no maturity is specified in the applicable prospectus supplement
the Designated CMT Maturity Index will be two years.

Exchangeable Notes

      We may issue notes, which we refer to as "exchangeable notes," that are
optionally or mandatorily exchangeable into:

      o     the securities of an entity affiliated or not affiliated with us;

      o     a basket of those securities;

      o     an index or indices of those securities; or

      o     any combination of, or the cash value of, the above.

      The exchangeable notes may or may not bear interest or be issued with
original issue discount or at a premium. The general terms of the exchangeable
notes are described below.

      Optionally Exchangeable Notes. The holder of an optionally exchangeable
note may, during a period, or at a specific time or times, exchange the note for
the underlying property at a specified rate of exchange. If specified in the
applicable pricing supplement, we will have the option to redeem the optionally
exchangeable note prior to maturity. If the holder of an optionally exchangeable
note does not elect to exchange the note prior to maturity or any applicable
redemption date, the holder will receive the principal amount of the note plus
any accrued interest at maturity or upon redemption.

      Mandatorily Exchangeable Notes. At maturity, the holder of a mandatorily
exchangeable note must exchange the note for the underlying property at a
specified rate of exchange, and, therefore, depending upon the value of the
underlying property at maturity, the holder of a mandatorily exchangeable note
may receive less than the principal amount of the note at maturity. If so
indicated in the applicable pricing supplement, the specified rate at


                                      S-19
<PAGE>

which a mandatorily exchangeable note may be exchanged may vary depending on the
value of the underlying property so that, upon exchange, the holder participates
in a percentage, which may be less than, equal to, or greater than 100% of the
change in value of the underlying property. Mandatorily exchangeable notes may
include notes where we have the right, but not the obligation, to require
holders of notes to exchange their notes for the underlying property.

      Payments upon Exchange. The applicable pricing supplement will specify
whether upon exchange, at maturity or otherwise, the holder of an exchangeable
note may receive, at the specified exchange rate, either the underlying property
or the cash value of the underlying property. The underlying property may be the
securities of either U.S. or foreign entities or both. The exchangeable notes
may or may not provide for protection against fluctuations in the exchange rate
between the currency in which that note is denominated and the currency or
currencies in which the market prices of the underlying security or securities
are quoted. Exchangeable notes may have other terms, which will be specified in
the applicable pricing supplement.

      Special Requirements for Exchange of Global Securities. If an optionally
exchangeable note is represented by a global note, the Depositary's nominee will
be the holder of that note and therefore will be the only entity that can
exercise a right to exchange. In order to ensure that the Depositary's nominee
will timely exercise a right to exchange a particular note or any portion of a
particular note, the beneficial owner of the note must instruct the broker or
other direct or indirect participant through which it holds an interest in that
note to notify the Depositary of its desire to exercise a right to exchange.
Different firms have different deadlines for accepting instructions from their
customers. Each beneficial owner should consult the broker or other participant
through which it holds an interest in a note in order to ascertain the deadline
for ensuring that timely notice will be delivered to the Depositary.

      Payments upon Acceleration of Maturity. If the principal amount payable at
maturity of any exchangeable note is declared due and payable prior to maturity,
the amount payable on:

      o     an optionally exchangeable note will equal the face amount of the
            note plus accrued interest, if any, to but excluding the date of
            payment, except that if a holder has exchanged an optionally
            exchangeable note prior to the date of acceleration without having
            received the amount due upon exchange, the amount payable will be an
            amount in cash equal to the amount due upon exchange and will not
            include any accrued but unpaid interest; and

      o     a mandatorily exchangeable note will equal an amount determined as
            if the date of acceleration were the maturity date plus accrued
            interest, if any, to but excluding the date of payment.

Notes Linked to Commodities, Rates, Single Securities, Baskets of Securities,
Indices and other Quantitative Measures

      We may issue notes with the principal amount payable on any principal
payment date and/or the amount of interest payable on any interest payment date
is determined by reference to one or more commodities, rates, debt or equity
securities, or other debt or equity instruments of entities affiliated or not
affiliated with us, baskets of those securities or an index or indices of those
securities, quantitative measures associated with an occurrence, extent of an
occurrence, or contingency associated with a financial, commercial, or economic
consequence, or economic or financial indices or measures of economic or
financial risk or value. These notes may include other terms, which will be
specified in the relevant pricing supplement. Some of these other terms may
include, but are not limited to, a combination of (i) indices or equity
securities and currencies, (ii) indices or equity securities and commodities and
(iii) indices or equity securities and interest rates.

Currency-Linked Notes

      We may issue notes with the principal amount payable on any principal
payment date and/or the amount of interest payable on any interest payment date
to be determined by reference to the value of one or more currencies as compared
to the value of one or more other currencies, which we refer to as
"currency-linked notes." The pricing supplement will specify the following:

      o     information as to the one or more currencies to which the principal
            amount payable on any principal payment date or the amount of
            interest payable on any interest payment date is linked or indexed;


                                      S-20
<PAGE>

      o     the currency in which the face amount of the currency-linked note is
            denominated, which we refer to as the "denominated currency;"

      o     the currency in which principal on the currency-linked note will be
            paid, which we refer to as the "payment currency;"

      o     the interest rate per annum and the dates on which we will make
            interest payments;

      o     specific historic exchange rate information and any currency risks
            relating to the specific currencies selected; and

      o     additional tax considerations, if any.

      The denominated currency and the payment currency may be the same currency
or different currencies. Interest on currency-linked notes will be paid in the
denominated currency.

Redemptions and Repurchases of Notes

      Optional Redemption. The pricing supplement will indicate the terms of our
option to redeem the notes, if any. We will mail a notice of redemption to each
holder or, in the case of global notes, to the Depositary, as holder of the
global notes, by first-class mail, postage prepaid, at least 30 days and not
more than 60 days prior to the date fixed for redemption, or within the
redemption notice period designated in the applicable pricing supplement, to the
address of each holder as that address appears upon the books maintained by the
paying agent. The notes will not be subject to any sinking fund.

      Repayment at Option of Holder. If applicable, the pricing supplement
relating to each note will indicate that the holder has the option to have us
repay the note on a date or dates specified prior to its maturity date. The
repayment price will be equal to 100% of the principal amount of the note,
together with accrued interest to the date of repayment. For notes issued with
original issue discount, the pricing supplement will specify the amount payable
upon repayment.

      For us to repay a note, the paying agent must receive the following at
least 15 days but not more than 30 days prior to the repayment date:

      o     the note with the form entitled "Option to Elect Repayment" on the
            reverse of the note duly completed; or

      o     a telegram, telex, facsimile transmission or a letter from a member
            of a national securities exchange, or the National Association of
            Securities Dealers, Inc. or a commercial bank or trust company in
            the United States setting forth the name of the holder of the note,
            the principal amount of the note, the principal amount of the note
            to be repaid, the certificate number or a description of the tenor
            and terms of the note, a statement that the option to elect
            repayment is being exercised and a guarantee that the note to be
            repaid, together with the duly completed form entitled "Option to
            Elect Repayment" on the reverse of the note, will be received by the
            paying agent not later than the fifth business day after the date of
            that telegram, telex, facsimile transmission or letter. However, the
            telegram, telex, facsimile transmission or letter will only be
            effective if that note and form duly completed are received by the
            paying agent by the fifth business day after the date of that
            telegram, telex, facsimile transmission or letter.

      Exercise of the repayment option by the holder of a note will be
irrevocable. The holder may exercise the repayment option for less than the
entire principal amount of the note but, in that event, the principal amount of
the note remaining outstanding after repayment must be an authorized
denomination.

      Special Requirements for Optional Repayment of Global Notes. If a note is
represented by a global note, the Depositary or the Depositary's nominee will be
the holder of the note and therefore will be the only entity that can exercise a
right to repayment. In order to ensure that the Depositary's nominee will timely
exercise a right to repayment of a particular note, the beneficial owner of the
note must instruct the broker or other direct or indirect participant through
which it holds an interest in the note to notify the Depositary of its desire to
exercise a right to repayment. Different firms have different cut-off times for
accepting instructions from their customers and, accordingly, each beneficial
owner should consult the broker or other direct or indirect participant through
which


                                      S-21
<PAGE>

it holds an interest in a note in order to ascertain the cut-off time by which
an instruction must be given in order for timely notice to be delivered to the
Depositary.

      Open Market Purchases. We may purchase notes at any price in the open
market or otherwise. Notes so purchased by us may, at our discretion, be held or
resold or surrendered to the relevant trustee for cancellation.

Replacement of Notes

      At the expense of the holder, we may, in our discretion replace any notes
that become mutilated, destroyed, lost or stolen or are apparently destroyed,
lost or stolen. The mutilated notes must be delivered to the applicable trustee,
the paying agent and the registrar, in the case of registered notes, or
satisfactory evidence of the destruction, loss or theft of the notes must be
delivered to us, the paying agent, the registrar, in the case of registered
notes, and the applicable trustee. At the expense of the holder, an indemnity
that is satisfactory to us, the principal paying agent, the registrar, in the
case of registered notes, and the applicable trustee may be required before a
replacement note will be issued.

                             DESCRIPTION OF WARRANTS

      Investors should carefully read the general terms and provisions of our
warrants in "Description of Warrants" in the prospectus. This section
supplements that description. The pricing supplement will add specific terms for
each issuance of warrants and may modify or replace any of the information in
this section and in "Description of Warrants" in the prospectus. If a warrant is
offered as part of a unit, investors should also review the information in
"Description of Units" in the prospectus and in this prospectus supplement.

      Warrants will entitle or require you to purchase from us or sell to us:

      o     securities issued by us or by an entity affiliated or not affiliated
            with us, a basket of those securities, an index or indices of those
            securities or any combination of the above;

      o     currencies; or

      o     commodities.


                                      S-22
<PAGE>

                              DESCRIPTION OF UNITS

      Investors should carefully read the general terms and provisions of our
units in "Description of Units" in the prospectus. This section supplements that
description. The pricing supplement will add specific terms for each issuance of
units and may modify or replace any of the information in this section and in
"Description of Units" in the prospectus. If a note is offered as part of a
unit, investors should also review the information in "Description of Debt
Securities" in the prospectus and in "Description of Notes" in this prospectus
supplement. If a warrant is offered as part of a unit, investors should also
review the information in "Description of Warrants" in both the prospectus and
this prospectus supplement.

      The following terms used in this section are defined in the indicated
sections of the accompanying prospectus:

      o     Unit Agreement ("Description of Units")

      o     warrant ("Description of Warrants -- Offered Warrants")

      o     warrant agent ("Description of Warrants -- Significant Provisions of
            the Warrant Agreements")

      o     warrant property ("Description of Warrants -- Offered Warrants")

Further Information on Units

      Terms Specified in Pricing Supplement. We may issue from time to time
units that may include one or more notes or warrants.

      The applicable pricing supplement will describe:

      o     the designation and the terms of the units and of the notes or
            warrants or any combination of notes or warrants, included in those
            units, including whether and under what circumstances those notes or
            warrants may be separately traded;

      o     any additional terms of the Unit Agreement; and

      o     any additional provisions for the issuance, payment, settlement,
            transfer or exchange of the units, or of the notes or warrants
            constituting those units.

      Units will be issued only in fully registered form, in denominations of
whole units only, with face amounts as indicated in the applicable pricing
supplement.

      Payments on Units and Securities Comprised by Units. At the office of the
unit agent in the Borough of Manhattan, The City of New York, maintained by us
for that purpose, the holder may:

      o     present the units, accompanied by each of the securities then
            comprised by that unit, for payment or delivery of warrant property
            or any other amounts due;

      o     register the transfer of the units; and

      o     exchange the units, except that book-entry units will be
            exchangeable only in the manner and to the extent set forth under
            "Forms of Securities -- Global Securities" in the prospectus.

      The holder will not pay a service charge for any registration of transfer
or exchange of the units or of any security included in a unit or interest in
the unit or security included in a unit, except for any tax or other
governmental charge that may be imposed.

      Although we anticipate making payments of principal, premium, if any, and
interest, if any, on most units in U.S. dollars, some units may be payable in
foreign currencies as specified in the applicable pricing supplement. Currently,
few facilities exist in the United States to convert U.S. dollars into foreign
currencies and vice versa. In addition, most U.S. banks do not offer non-U.S.
dollar denominated checking or savings account facilities. Accordingly, unless
alternative arrangements are made, we will pay principal, premium, if any, and
interest, if any, on units that are payable in a foreign currency to an account
at a bank outside the United States, which, in the case of a note payable in
euro will be made by credit or transfer to a euro account specified by the payee
in a country for which the euro is the lawful currency.


                                      S-23
<PAGE>

Book-Entry Units

      Book-Entry System. For each issuance of units in book-entry form, we will
issue a single registered global unit representing the entire issue of units.
Each registered global unit representing book-entry units, and each global
security included in that unit, will be deposited with, or on behalf of, the
Depositary, and registered in the name of a nominee of the Depositary. You may
not exchange certificated units for book-entry units or interests in book-entry
units. In addition, except as described in the prospectus under "Forms of
Securities -- Global Securities," you may not exchange book-entry units or
interests in book-entry units for certificated units.

      Special Requirements for Exercise of Rights for Global Units. If a
book-entry unit represented by a registered global unit:

      o     includes a warrant entitling the holder to exercise the warrant to
            purchase or sell warrant property,

      o     includes any note that entitles the holder to redeem, accelerate or
            take any other action concerning that note, or

      o     otherwise entitles the holder of the unit to take any action under
            the unit or any security included in that unit,

then, in each of the cases listed above, the Depositary's nominee will be the
only entity that can exercise those rights.

      In order to ensure that the Depositary's nominee will timely exercise a
right conferred by a unit or by the securities included in that unit, the
beneficial owner of that unit must instruct the broker or other direct or
indirect participant through which it holds an interest in that unit to notify
the Depositary of its desire to exercise that right. Different firms have
different deadlines for accepting instructions from their customers. Each
beneficial owner should consult the broker or other direct or indirect
participant through which it holds an interest in a unit in order to ascertain
the deadline for ensuring that timely notice will be delivered to the
Depositary.

      A further description of the Depositary's procedures for registered global
securities representing book-entry securities, including registered global units
and the other registered global securities included in the registered global
units, is set forth in this prospectus supplement under "The Depositary." The
Depositary has confirmed to us, the unit agent, the collateral agent, the paying
agent, the warrant agent and each trustee that it intends to follow those
procedures.


                                      S-24
<PAGE>

                                 THE DEPOSITARY

      The Depository Trust Company, New York, New York will be designated as the
depositary for any registered global security. Each registered global security
will be registered in the name of Cede & Co., the Depositary's nominee.

      The Depositary has advised us as follows: the Depositary 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 pursuant
to the provisions of Section 17A of the Securities Exchange Act of 1934, as
amended. The Depositary holds securities deposited with it by its participants,
and it facilitates the settlement of transactions among its participants in
those securities through electronic computerized book-entry changes in
participants' accounts, eliminating the need for physical movement of securities
certificates. The Depositary's direct participants include both U.S. and
non-U.S. securities brokers and dealers (including the agents), banks, trust
companies, clearing corporations and other organizations, some of whom and/or
their representatives own the Depositary. Access to the Depositary's book-entry
system is also available to others, such as banks, both U.S. and non-U.S.
brokers, dealers, trust companies and clearing corporations that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly. The rules applicable to the Depositary and its participants are on
file with the SEC.

      Purchases of the securities under the Depositary's system must be made by
or through its direct participants, which will receive a credit for the
securities on the Depositary's records. The ownership interest of each actual
purchaser of each security (the "beneficial owner") is in turn to be recorded on
the records of direct and indirect participants. Beneficial owners will not
receive written confirmation from the Depositary of their purchase, but
beneficial owners are expected to receive written confirmations providing
details of the transaction, as well as periodic statements of their holdings,
from the direct or indirect participants through which the beneficial owner
entered into the transaction. Transfers of ownership interests in the securities
are to be made by entries on the books of direct and indirect participants
acting on behalf of beneficial owners. Beneficial owners will not receive
certificates representing their ownership interests in securities, except in the
event that use of the book-entry system for the securities is discontinued.

      To facilitate subsequent transfers, all securities deposited with the
Depositary are registered in the name of the Depositary's partnership nominee,
Cede & Co, or such other name as may be requested by the Depositary. The deposit
of securities with the Depositary and their registration in the name of Cede &
Co. or such other nominee of the Depositary do not effect any change in
beneficial ownership. The Depositary has no knowledge of the actual beneficial
owners of the securities; the Depositary's records reflect only the identity of
the direct participants to whose accounts the securities are credited, which may
or may not be the beneficial owners. The participants will remain responsible
for keeping account of their holdings on behalf of their customers.

      Conveyance of notices and other communications by the Depositary to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

      Neither the Depositary nor Cede & Co. (nor such other nominee of the
Depositary) will consent or vote with respect to the securities unless
authorized by a direct participant in accordance with the Depositary's
procedures. Under its usual procedures, the Depositary mails an omnibus proxy to
us as soon as possible after the applicable record date. The omnibus proxy
assigns Cede & Co.'s consenting or voting rights to those direct participants
identified in a listing attached to the omnibus proxy to whose accounts the
securities are credited on the record date.

      Redemption proceeds, distributions, and dividend payments on the
securities will be made to Cede & Co or such other nominee as may be requested
by the Depositary. The Depositary's practice is to credit direct participants'
accounts upon the Depositary's receipt of funds and corresponding detail
information from us or any agent of ours, on the date payable in accordance with
their respective holdings shown on the Depositary's records. Payments by
participants to beneficial owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and


                                      S-25
<PAGE>

will be the responsibility of such participant and not of the Depositary or its
nominee, the trustee, any agent of ours, or us, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions, and dividend payments to Cede & Co. or such
other nominee as may be requested by the Depositary is our responsibility or the
responsibility of any paying agent of ours, disbursement of such payments to
direct participants will be the responsibility of the Depositary, and
disbursement of such payments to the beneficial owners will be the
responsibility of direct and indirect participants.

      If the Depositary for any of these securities represented by a registered
global security is at any time unwilling or unable to continue as depositary or
ceases to be a clearing agency registered under the Securities Exchange Act of
1934, and a successor depositary registered as a clearing agency under the
Securities Exchange Act of 1934 is not appointed by us within 90 days, we will
issue securities in definitive form in exchange for the registered global
security that had been held by the Depositary. In addition, the indenture
permits us at any time and in our sole discretion to decide not to have any of
the securities represented by one or more registered global securities. DTC has
advised us that, under its current practices, it would notify its participants
of our request, but will only withdraw beneficial interests from the global note
at the request of each DTC participant. We would issue definitive certificates
in exchange for any such interests withdrawn. Any securities issued in
definitive form in exchange for global security will be registered in the name
or names that the Depositary gives to the relevant trustee, warrant agent, unit
agent or other relevant agent of ours or theirs. It is expected that the
Depositary's instructions will be based upon directions received by the
Depositary from participants with respect to ownership of beneficial interests
in the registered global security that had been held by the Depositary.

      According to the Depositary, the foregoing information relating to the
Depositary has been provided to the financial community for informational
purposes only and is not intended to serve as a representation, warranty or
contract modification of any kind.

      The information in this section concerning the Depositary and Depositary's
book-entry system has been obtained from sources we believe to be reliable, but
we take no responsibility for the accuracy thereof. The Depositary may change or
discontinue the foregoing procedures at any time.


                                      S-26
<PAGE>

                  SERIES E SECURITIES OFFERED ON A GLOBAL BASIS

      If we offer any of the securities under our Series E Program on a global
basis, we will so specify in the applicable pricing supplement. The additional
information contained in this section under "-- Book Entry, Delivery and Form"
and "-- Global Clearance and Settlement Procedures" will apply to every offering
on a global basis.

Book-Entry, Delivery and Form

      The securities will be issued in the form of one or more fully registered
global securities which will be deposited with, or on behalf of, the Depositary
and registered in the name of Cede & Co., the Depositary's nominee. Beneficial
interests in the registered global securities will be represented through
book-entry accounts of financial institutions acting on behalf of beneficial
owners as direct and indirect participants in the Depositary. Investors may
elect to hold interests in the registered global securities held by the
Depositary through Clearstream, Luxembourg or the Euroclear operator if they are
participants in those systems, or indirectly through organizations which are
participants in those systems. Clearstream, Luxembourg and the Euroclear
operator will hold interests on behalf of their participants through customers'
securities accounts in Clearstream, Luxembourg's and the Euroclear operator's
names on the books of their respective depositaries, which in turn will hold
such interests in the registered global securities in customers' securities
accounts in the depositaries' names on the books of the Depositary. Citibank,
N.A. will act as depositary for Clearstream, Luxembourg and JPMorgan Chase Bank
will act as depositary for the Euroclear operator. We refer to each of Citibank,
N.A. and JPMorgan Chase Bank, acting in this depositary capacity, as the "U.S.
depositary" for the relevant clearing system. Except as set forth below, the
registered global securities may be transferred, in whole but not in part, only
to the Depositary, another nominee of the Depositary or to a successor of the
Depositary or its nominee.

      Clearstream, Luxembourg advises that it is incorporated under the laws of
Luxembourg as a bank. Clearstream, Luxembourg holds securities for its
customers, "Clearstream, Luxembourg customers," and facilitates the clearance
and settlement of securities transactions between Clearstream, Luxembourg
customers through electronic book-entry transfers between their accounts,
thereby eliminating the need for physical movement of securities. Clearstream,
Luxembourg provides to Clearstream, Luxembourg customers, among other things,
services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing.
Clearstream, Luxembourg interfaces with domestic securities markets in over 30
countries through established depository and custodial relationships. As a bank,
Clearstream, Luxembourg is subject to regulation by the Luxembourg Commission
for the Supervision of the Financial Sector (Commission de Surveillance du
Secteur Financier). Clearstream, Luxembourg customers are world-wide financial
institutions, including underwriters, securities brokers and dealers, banks,
trust companies and clearing corporations. Clearstream, Luxembourg's U.S.
customers are limited to securities brokers and dealers and banks. Indirect
access to Clearstream, Luxembourg is also available to other institutions such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Clearstream, Luxembourg customer. Clearstream,
Luxembourg has established an electronic bridge with the Euroclear operator to
facilitate settlement of trades between Clearstream, Luxembourg and the
Euroclear operator.

      The Euroclear operator advises that the Euroclear System was created in
1968 to hold securities for its participants, "Euroclear 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. The Euroclear System is owned by
Euroclear Clearance System Public Limited Company and operated through a license
agreement by the Euroclear operator, a bank incorporated under the laws of the
Kingdom of Belgium. The Euroclear operator is regulated and examined by the
Belgian Banking and Finance Commission and the National Bank of Belgium.

      The Euroclear operator holds securities and book-entry interests in
securities for participating organizations and facilitates the clearance and
settlement of securities transactions between Euroclear participants and between
Euroclear participants and participants of certain other securities
intermediaries through electronic book-entry changes in accounts of such
participants or other securities intermediaries.


                                      S-27
<PAGE>

      The Euroclear operator provides Euroclear participants with, among other
things, safekeeping, administration, clearance and settlement, securities
lending and borrowing and related services.

      Non-participants of Euroclear may acquire, hold and transfer book-entry
interests in securities through accounts with a direct participant of Euroclear
or any other securities intermediary that holds a book-entry interest in the
securities through one or more securities intermediaries standing between such
other securities intermediary and the Euroclear operator.

      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 the Euroclear System, and applicable Belgian
law, collectively, the "terms and conditions." The terms and conditions govern
transfers of securities and cash within the Euroclear System, withdrawals of
securities and cash from the Euroclear System, and receipts of payments with
respect to securities in the Euroclear System. All securities in the Euroclear
System 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 only on behalf of Euroclear participants and has no record
of or relationship with persons holding through Euroclear participants.

      Distributions with respect to the securities held beneficially through the
Euroclear System will be credited to the cash accounts of Euroclear participants
in accordance with the terms and conditions, to the extent received by the U.S.
depositary for the Euroclear operator.

      Although the Euroclear operator has agreed to the procedures provided
below in order to facilitate transfers of securities among Euroclear
participants and between Euroclear participants and participants of other
intermediaries, it is under no obligation to perform or continue to perform in
accordance with such procedures, and such procedures may be modified or
discontinued at any time.

      Investors electing to acquire securities through an account with the
Euroclear operator or some other securities intermediary must follow the
settlement procedures of such an intermediary with respect to the settlement of
new issues of securities. Investors electing to acquire, hold or transfer
securities through an account with the Euroclear operator or some other
securities intermediary must follow the settlement procedures of such an
intermediary with respect to the settlement of secondary market transactions of
such securities.

      Investors who are Euroclear participants may acquire, hold or transfer
interests in securities by book-entry to accounts with the Euroclear operator.
Investors who are not Euroclear participants may acquire, hold or transfer
interests in securities by book-entry to accounts with a securities intermediary
who holds a book-entry interest in these securities through accounts with
Euroclear.

      The Euroclear operator further advises that investors that acquire, hold
and transfer interests in the 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 their intermediary and each other intermediary, if any, standing between
themselves and the securities.

      The Euroclear operator advises 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 in securities credited to
their accounts with the Euroclear operator. If the Euroclear operator does not
have a sufficient amount of interests in securities on deposit of a particular
type to cover the claims of all participants credited with interests in
securities of that type on the Euroclear operator's records, all participants
having an amount of interests in securities of that type credited to their
accounts with the Euroclear operator will have the right under Belgian law to
the return of their pro-rata share of the amount of interests in 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
those interests in securities on its records.


                                      S-28
<PAGE>

      If Euroclear or Clearstream, Luxembourg is at any time unwilling or unable
to continue as depositary with respect to the securities, and a successor
depositary is not appointed by us within 90 days, we will issue securities in
definitive form in exchange for the registered global securities that had been
held by the Euroclear operator and Clearstream, Luxembourg. In addition, we may
decide not to have the securities represented by one or more global securities.
Euroclear and Clearstream, Luxembourg have advised us that, under their current
practices, they would notify their participants of our request, but will only
withdraw beneficial interests from the global securities at the request of each
Euroclear and Clearstream, Luxembourg participant. We would issue definitive
certificates in exchange for any such interests withdrawn. Any securities issued
in definitive form in exchange for a global security will be registered in the
name or names that Euroclear and Clearstream, Luxembourg give to the trustee or
other relevant agent of ours or theirs. It is expected that Euroclear's and
Clearstream, Luxembourg's instructions will be based upon directions received by
Euroclear and Clearstream, Luxembourg from participants with respect to
ownership of beneficial interests in the registered global security that had
been held by Euroclear and Clearstream, Luxembourg.

      Title to book-entry interests in the securities will pass by book-entry
registration of the transfer within the records of Clearstream, Luxembourg, the
Euroclear operator or the Depositary, as the case may be, in accordance with
their respective procedures. Book-entry interests in the securities may be
transferred within Clearstream, Luxembourg and within the Euroclear System and
between Clearstream, Luxembourg and the Euroclear System in accordance with
procedures established for these purposes by Clearstream, Luxembourg and the
Euroclear operator. Book-entry interests in the securities may be transferred
within the Depositary in accordance with procedures established for this purpose
by the Depositary. Transfers of book-entry interests in the securities among
Clearstream, Luxembourg and the Euroclear operator and the Depositary may be
effected in accordance with procedures established for this purpose by
Clearstream, Luxembourg, the Euroclear operator and the Depositary.

      A further description of the Depositary's procedures with respect to the
registered global securities is set forth in the prospectus under "Forms of
Securities -- Global Securities." The Depositary has confirmed to us and the
trustee that it intends to follow these procedures.

Global Clearance and Settlement Procedures

      Initial settlement for the securities offered on a global basis will be
made in immediately available funds. Secondary market trading between the
Depositary's participants will occur in the ordinary way in accordance with the
Depositary's rules and will be settled in immediately available funds using the
Depositary's Same-Day Funds Settlement System. Secondary market trading between
Clearstream, Luxembourg customers and/or Euroclear participants will occur in
the ordinary way in accordance with the applicable rules and operating
procedures of Clearstream, Luxembourg and the Euroclear System and will be
settled using the procedures applicable to conventional Eurobonds in immediately
available funds.

      Cross-market transfers between persons holding directly or indirectly
through the Depositary on the one hand, and directly or indirectly through
Clearstream, Luxembourg customers or Euroclear participants, on the other, will
be effected through the Depositary in accordance with the Depositary's rules on
behalf of the relevant European international clearing system by its U.S.
depositary; however, these cross-market transactions will require delivery of
instructions to the relevant European international clearing system by the
counterparty in the clearing 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 its U.S. depositary to take action to
effect final settlement on its behalf by delivering interests in the securities
to or receiving interests in the securities from the Depositary, and making or
receiving payment in accordance with normal procedures for same-day funds
settlement applicable to the Depositary. Clearstream, Luxembourg customers and
Euroclear participants may not deliver instructions directly to their respective
U.S. depositaries.

      Because of time-zone differences, credits of interests in the securities
received in Clearstream, Luxembourg or the Euroclear System as a result of a
transaction with a Depositary participant will be made during subsequent
securities settlement processing and dated the business day following the
Depositary settlement date. Credits of interests or any transactions involving
interests in the securities received in Clearstream, Luxembourg or the Euroclear
System as a result of a transaction with a Depositary participant and settled
during subsequent securities


                                      S-29
<PAGE>

settlement processing will be reported to the relevant Clearstream, Luxembourg
customers or Euroclear participants on the business day following the Depositary
settlement date. Cash received in Clearstream, Luxembourg or the Euroclear
System as a result of sales of interests in the securities by or through a
Clearstream, Luxembourg customer or a Euroclear participant to a Depositary
participant will be received with value on the Depositary settlement date but
will be available in the relevant Clearstream, Luxembourg or Euroclear cash
account only as of the business day following settlement in the Depositary.

      Although the Depositary, Clearstream, Luxembourg and the Euroclear
operator have agreed to the foregoing procedures in order to facilitate
transfers of interests in the securities among participants of the Depositary,
Clearstream, Luxembourg and Euroclear, they are under no obligation to perform
or continue to perform the foregoing procedures and these procedures may be
changed or discontinued at any time.

Notices

      Notices to holders of the securities will be given by mailing such notices
to each holder by first class mail, postage prepaid, at the respective address
of each holder as that address appears upon our books. Notices given to the
Depositary, as holder of the registered global securities, will be passed on to
the beneficial owners of the securities in accordance with the standard rules
and procedures of the Depositary and its direct and indirect participants,
including Clearstream, Luxembourg and the Euroclear operator.

      See also "Plan of Distribution -- Series E Notes Offered on a Global
Basis."


                                      S-30
<PAGE>

                         UNITED STATES FEDERAL TAXATION

      In the opinion of Davis Polk & Wardwell, our special tax counsel, the
following summary accurately describes the principal U.S. federal income tax
consequences of ownership and disposition of the notes and units. Except as
specifically noted below, this discussion applies only to notes that are held as
capital assets.

      This discussion does not describe all of the tax consequences that may be
relevant in light of a holder's particular circumstances or to holders subject
to special rules, such as:

      o     certain financial institutions;

      o     insurance companies;

      o     tax-exempt organizations;

      o     dealers in securities or foreign currencies;

      o     persons holding notes as part of a hedging transaction, straddle,
            synthetic security, conversion transaction, or other integrated
            transaction;

      o     United States Holders, as defined below, whose functional currency
            is not the U.S. dollar;

      o     traders in securities who elect to apply a mark-to-market method of
            tax accounting; or

      o     partnerships or other entities classified as partnerships for U.S.
            federal income tax purposes.

      This summary is based on the Internal Revenue Code of 1986, as amended to
the date hereof (the "Code"), administrative pronouncements, judicial decisions
and final, temporary and proposed Treasury Regulations, changes to any of which
subsequent to the date of this prospectus supplement may affect the tax
consequences described herein. Persons considering the purchase of the notes
should consult the applicable pricing supplement for any additional discussion
regarding U.S. federal income taxation and their tax advisers with regard to the
application of the U.S. federal income tax laws to their particular situations
as well as any tax consequences arising under the laws of any state, local or
foreign taxing jurisdiction.

      This discussion does not apply to mandatorily exchangeable notes,
warrants, units, currency-linked notes or notes linked to commodities, rates,
single securities, baskets of securities, indices or other quantitative
measures. The tax treatment of these instruments will be specified in the
applicable pricing supplement and prospective purchasers are urged to review the
applicable pricing supplement and consult with their tax advisers concerning the
application of U.S. federal income and estate tax laws to their particular
situation, as well as any tax consequences arising under the laws of any state,
local or foreign jurisdictions.

Tax Consequences to United States Holders

      As used herein, the term "United States Holder" means a beneficial owner
of a note for U.S. federal income tax purposes that is:

      o     a citizen or resident of the United States;

      o     a corporation, or other entity taxable as a corporation for U.S.
            federal income tax purposes, created or organized in or under the
            laws of the United States or of any political subdivision thereof;
            or

      o     an estate or trust the income of which is subject to U.S. federal
            income taxation regardless of its source.

      The term "United States Holder" also includes certain former citizens and
residents of the United States.

      If an entity that is classified as a partnership for U.S. federal income
tax purposes holds notes, the U.S. federal income tax treatment of a partner
will generally depend on the status of the partner and upon the activities of
the partnership. Partners of partnerships holding notes should consult with
their tax advisers.

      Payments of Interest

      Interest paid on a note will be taxable to a United States Holder as
ordinary interest income at the time it accrues or is received in accordance
with the Holder's method of accounting for federal income tax purposes,


                                      S-31
<PAGE>

provided that the interest is "qualified stated interest" (as defined below).
Special rules govern the treatment of interest paid with respect to certain
notes, as described under "Original Issue Discount," "Optionally Exchangeable
Notes" and "Foreign Currency Notes" below.

      Original Issue Discount

      A note that has an "issue price" that is less than its "stated redemption
price at maturity" will be considered to have been issued at an original
discount for federal income tax purposes (and will be referred to as an
"original issue discount note") unless the note satisfies a de minimis threshold
(as described below) or is a short-term note (as defined below). The "issue
price" of a note will be the first price at which a substantial amount of the
notes are sold to the public (not including sales to bond houses, brokers or
similar persons or organizations acting in the capacity of underwriters,
placement agents or wholesalers). The "stated redemption price at maturity" of a
note generally will equal the sum of all payments required under the note other
than payments of "qualified stated interest." "Qualified stated interest" is
stated interest unconditionally payable as a series of payments (other than in
debt instruments of the issuer) at least annually during the entire term of the
note and equal to the outstanding principal balance of the note multiplied by a
single fixed rate of interest. In addition, qualified stated interest includes,
among other things, stated interest on a "variable rate debt instrument" that is
unconditionally payable (other than in debt instruments of the issuer) at least
annually at a single qualified floating rate of interest or at a rate that is
determined at a single fixed formula that is based on objective financial or
economic information. A rate generally is a qualified floating rate if
variations in the rate can reasonably be expected to measure contemporaneous
fluctuations in the cost of newly borrowed funds in the currency in which the
note is denominated.

      If the difference between a note's stated redemption price at maturity and
its issue price is less than a de minimis amount, i.e., generally, 1/4 of 1
percent of the stated redemption price at maturity multiplied by the number of
complete years to maturity, the note will not be considered to have original
issue discount ("OID"). United States Holders of notes with a de minimis amount
of OID will include this OID in income, as capital gain, on a pro rata basis as
principal payments are made on the note.

      A United States Holder of original issue discount notes will be required
to include any qualified stated interest payments in income in accordance with
the Holder's method of accounting for federal income tax purposes. United States
Holders of original issue discount notes that mature more than one year from
their date of issuance will be required to include original issue discount in
income for federal income tax purposes as it accrues in accordance with a
constant-yield method based on a compounding of interest, regardless of whether
cash attributable to this income is received. Under this method, United States
Holders of original issue discount notes generally will be required to include
in income increasingly greater amounts of original issue discount in successive
accrual periods.

      A United States Holder may make an election to include in gross income all
interest that accrues on any note (including stated interest, acquisition
discount, OID, de minimis OID, market discount, de minimis market discount and
unstated interest, as adjusted by any amortizable bond premium or acquisition
premium) in accordance with a constant-yield method based on the compounding of
interest (a "constant yield election").

      A note that matures one year or less from its date of issuance (a
"short-term note") will be treated as being issued at a discount and none of the
interest paid on the note will be treated as qualified stated interest. In
general, a cash-method United States Holder of a short-term note is not required
to accrue the discount for U.S. federal income tax purposes unless it elects to
do so. Holders who so elect and certain other Holders, including those who
report income on the accrual method of accounting for federal income tax
purposes, are required to include the discount in income as it accrues on a
straight-line basis, unless an election is made to accrue the discount according
to a constant-yield method based on daily compounding. In the case of a United
States Holder who is not required and who does not elect to include the discount
in income currently, any gain realized on the sale, exchange or retirement of
the short-term note will be ordinary income to the extent of the discount that
would have accrued on a straight-line basis (or, if elected, according to a
constant-yield method based on daily compounding) through the date of sale,
exchange or retirement. In addition, those United States Holders will be
required to defer deductions for any interest paid on indebtedness incurred to
purchase or carry short-term notes in an amount not exceeding the accrued
discount until the accrued discount is included in income.


                                      S-32
<PAGE>

      We may have an unconditional option to redeem, or United States Holders
may have an unconditional option to require us to redeem, a note prior to its
stated maturity date. Under applicable regulations, if we have an unconditional
option to redeem a note prior to its stated maturity date, such options will be
presumed to be exercised or not exercised if, by utilizing any date on which the
note may be redeemed as the maturity date and the amount payable on that date in
accordance with the terms of the note as the stated redemption price at
maturity, the yield on the note would be lower (in case of our option) or
higher (in case of a Holder's option) than its yield to maturity. If an option
is not in fact exercised (or not) contrary to the above described assumptions,
the note would be treated solely for purposes of calculating OID as if it were
redeemed, and a new note were issued, on the presumed exercise (or non-exercise)
date for an amount equal to the note's adjusted issue price on that date. The
adjusted issue price of an original issue discount note is defined as the sum of
the issue price of the note and the aggregate amount of previously accrued OID,
less any prior payments other than payments of qualified stated interest.

      Market Discount

      If a United States Holder purchases a note (other than a short-term note)
for an amount that is less than its stated redemption price at maturity or, in
the case of an original issue discount note, its adjusted issue price, the
amount of the difference will be treated as market discount for federal income
tax purposes, unless this difference is less than a specified de minimis amount.

      A United States Holder will be required to treat any principal payment
(or, in the case of an original issue discount note, any payment that does not
constitute qualified stated interest) on, or any gain on the sale, exchange,
retirement or other disposition of a note, including disposition in certain
nonrecognition transactions, as ordinary income to the extent of the market
discount accrued on the note at the time of the payment or disposition unless
this market discount has been previously included in income by the United States
Holder pursuant to an election by the Holder to include market discount in
income as it accrues, or pursuant to a constant yield election by the Holder as
described under "Original Issue Discount" above. If the note is disposed of in
certain nontaxable transactions, accrued market discount will be includible as
ordinary income to the Holder as if such Holder had sold the note in a taxable
transaction at its then fair market value. In addition, the United States Holder
may be required to defer, until the maturity of the note or its earlier
disposition (including certain nontaxable transactions), the deduction of all or
a portion of the interest expense on any indebtedness incurred or maintained to
purchase or carry such note.

      If a United States Holder makes a constant yield election for a note with
market discount, such election will result in a deemed election for all market
discount bonds acquired by the Holder on or after the first day of the first
taxable year to which such election applies.

      Acquisition Premium and Amortizable Bond Premium

      A United States Holder who purchases a note for an amount that is greater
than the note's adjusted issue price but less than or equal to the sum of all
amounts payable on the note after the purchase date other than payments of
qualified stated interest will be considered to have purchased the note at an
acquisition premium. Under the acquisition premium rules, the amount of OID that
the United States Holder must include in its gross income with respect to the
note for any taxable year will be reduced by the portion of acquisition premium
properly allocable to that year.

      If a United States Holder purchases a note for an amount that is greater
than the amount payable at maturity, or on the earlier call date, in the case of
a note that is redeemable at our option, the Holder will be considered to have
purchased the note with amortizable bond premium equal in amount to the excess
of the purchase price over the amount payable at maturity. The Holder may elect
to amortize this premium, using a constant-yield method, over the remaining term
of the note (where the note is not optionally redeemable prior to its maturity
date). If the note may be optionally redeemed prior to maturity after the Holder
has acquired it, the amount of amortizable bond premium is determined by
substituting the call date for the maturity date and the call price for the
amount payable at maturity only if the substitution results in a smaller amount
of premium attributable to the period before the redemption date. A Holder who
elects to amortize bond premium must reduce the Holder's tax basis in the note
by the amount of the premium amortized in any year. An election to amortize bond
premium applies to all taxable debt obligations then owned and thereafter
acquired by the Holder and may be revoked only with the consent of the Internal
Revenue Service.


                                      S-33
<PAGE>

      If a United States Holder makes a constant-yield election (as described
under "Original Issue Discount" above) for a note with amortizable bond premium,
such election will result in a deemed election to amortize bond premium for all
of the Holder's debt instruments with amortizable bond premium and may be
revoked only with the permission of the Internal Revenue Service with respect to
debt instruments acquired after revocation.

      Sale, Exchange or Retirement of the Notes

      Upon the sale, exchange or retirement of a note, a United States Holder
will recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange or retirement and the Holder's adjusted tax basis
in the note. For these purposes, the amount realized does not include any amount
attributable to accrued interest on the note. Amounts attributable to accrued
interest are treated as interest as described under "Payments of Interest"
above.

      Except as described below, gain or loss realized on the sale, exchange or
retirement of a note will generally be capital gain or loss and will be
long-term capital gain or loss if at the time of sale, exchange or retirement
the note has been held for more than one year. Exceptions to this general rule
apply to the extent of any accrued market discount or, in the case of a
short-term note, to the extent of any accrued discount not previously included
in the Holder's taxable income. See "Original Issue Discount" above. In
addition, other exceptions to this general rule apply in the case of foreign
currency notes and optionally exchangeable notes. See "Foreign Currency Notes"
and "Optionally Exchangeable Notes" below.

      Optionally Exchangeable Notes

      Unless otherwise noted in the applicable pricing supplement optionally
exchangeable notes will be treated as "contingent payment debt instruments" for
U.S. federal income tax purposes. As a result, the notes will generally be
subject to the OID provisions of the Code and the Treasury regulations issued
thereunder (see "Original Issue Discount" above), and a United States Holder
will be required to accrue as interest income the OID on the notes as described
below.

      We are required to determine a "comparable yield" for the notes. The
"comparable yield" is determined by us at the time of issuance of the notes and
is the yield at which we could issue a fixed rate debt instrument with terms
similar to those of the notes, including the level of subordination, term,
timing of payments and general market conditions, but excluding any adjustments
for the riskiness of the contingencies or the liquidity of the optionally
exchangeable notes. The comparable yield may be greater than or less than the
stated interest, if any, with respect to the notes. Solely for purposes of
determining the amount of interest income that a United States Holder will be
required to accrue on an optionally exchangeable note, we are also required to
construct a "projected payment schedule" in respect of the notes representing a
series of payments the amount and timing of which would produce a yield to
maturity on an optionally exchangeable note equal to the comparable yield.

      Neither the comparable yield nor the projected payment schedule
constitutes a representation by us regarding the actual amount, if any, that we
will pay on the optionally exchangeable notes.

      For United States federal income tax purposes, a United States Holder will
be required to use our determination of the comparable yield and projected
payment schedule in determining interest accruals and adjustments in respect of
an optionally exchangeable note, unless the Holder timely discloses and
justifies the use of other estimates to the Internal Revenue Service. Regardless
of its accounting method, a United States Holder will be required to accrue as
interest income OID on the notes at the comparable yield, adjusted upward or
downward to reflect the difference, if any, between the actual and the projected
amount of any contingent payments on the optionally exchangeable note (as
described below).

      In addition to interest accrued based upon the comparable yield as
described above, a United States Holder will be required to recognize interest
income equal to the amount of any net positive adjustment, i.e., the excess of
actual payments over projected payments, in respect of an optionally
exchangeable note for a taxable year. A net negative adjustment, i.e., the
excess of projected payments over actual payments, in respect of an optionally
exchangeable note for a taxable year:

      o     will first reduce the amount of interest in respect of the
            optionally exchangeable note that a Holder would otherwise be
            required to include in income in the taxable year; and


                                      S-34
<PAGE>

      o     to the extent of any excess, will give rise to an ordinary loss, but
            only to the extent that the amount of all previous interest
            inclusions under the optionally exchangeable note exceeds the total
            amount of the United States Holder's net negative adjustments
            treated as ordinary loss on the optionally exchangeable note in
            prior taxable years.

      A net negative adjustment is not subject to the two percent floor
limitation imposed on miscellaneous deductions. Any net negative adjustment in
excess of the amounts described above will be carried forward to offset future
interest income in respect of the optionally exchangeable note or to reduce the
amount realized on a sale, exchange or retirement of the optionally exchangeable
note. Where a United States Holder purchases an optionally exchangeable note for
a price other than its adjusted issue price, the difference between the purchase
price and the adjusted issue price must be reasonably allocated to the daily
portions of interest or projected payments with respect to the optionally
exchangeable note over its remaining term and treated as a positive or negative
adjustment, as the case may be, with respect to each period to which it is
allocated.

      Upon a sale, exchange or retirement of an optionally exchangeable note
(including at its maturity or upon delivery of shares pursuant to the terms of
the note), a United States Holder generally will recognize taxable gain or loss
equal to the difference between the amount received from the sale, exchange or
retirement and the Holder's adjusted tax basis in the optionally exchangeable
note. A Holder's adjusted tax basis in an optionally exchangeable note will
equal the cost thereof, increased by the amount of interest income previously
accrued by the Holder in respect of the note (determined without regard to any
of the positive or negative adjustments to interest accruals described above)
and decreased by the amount of any prior projected payments in respect of the
note. If we deliver shares to a United States Holder in retirement of an
optionally exchangeable note, the amount realized will equal the fair market
value of the property, determined at the time of receipt, plus the amount of
cash delivered, if any. A United States Holder generally will treat any gain as
interest income and any loss as ordinary loss to the extent of previous interest
inclusions (reduced by the total amount of net negative adjustments previously
taken into account as ordinary losses), and the balance as capital loss. Such
losses are not subject to the limitation imposed on miscellaneous itemized
deductions under Section 67 of the Code. The deductibility of capital losses,
however, is subject to limitations. Additionally, if a United States Holder
recognizes a loss above certain thresholds, it may be required to file a
disclosure statement with the Internal Revenue Service. Prospective purchasers
are urged to consult their tax advisers regarding these limitations and
reporting obligations.

      A United States Holder will have a tax basis in any property, other than
cash, received upon the retirement of an optionally exchangeable note, including
in satisfaction of a conversion right or a call right, equal to the fair market
value of the property, determined at the time of receipt. The Holder's holding
period for the property will commence on the day immediately following its
receipt.

      Special rules will apply if all remaining payments on the optionally
exchangeable note become fixed more than six months prior to maturity. For
purposes of the preceding sentence, a payment (including an amount payable at
maturity) will be treated as fixed if (and when) all remaining contingencies
with respect to it are remote or incidental within the meaning of the applicable
Treasury regulations. Generally, in this case a United States Holder would be
required to make adjustments to account for the difference between the amount so
treated as fixed and the projected payment in a reasonable manner over the
remaining term of the note. A United States Holder's tax basis in the note and
the character of any gain or loss on the sale of the note would also be
affected. Prospective purchasers are urged to consult their tax advisers
concerning the application of these special rules.

      Foreign Currency Notes

      The following discussion summarizes the principal United States federal
income tax consequences to a United States Holder of the ownership and
disposition of notes that are denominated in a specified currency other than the
U.S. dollar, which we refer to as "foreign currency notes." The tax treatment of
currency-linked notes and notes the payment of interest or principal on which
are payable in more than one currency or currency units other than the U.S.
dollar will be specified in the relevant pricing supplement.

           The rules applicable to foreign currency notes could require some or
all gain or loss on the sale, exchange or other disposition of a foreign
currency note to be recharacterized as ordinary income or loss. The rules
applicable to foreign currency notes are complex, and their application may
depend on the holder's particular U.S. federal income tax situation. For
example, various elections are available under these rules, and whether a United
States


                                      S-35
<PAGE>

Holder should make any of these elections may depend on the holder's particular
federal income tax situation. United States Holders are urged to consult their
own tax advisers regarding the U.S. federal income tax consequences of the
ownership and disposition of foreign currency notes.

      A United States Holder who uses the cash method of accounting and who
receives a payment of qualified stated interest (or who receives proceeds from a
sale, exchange or other disposition attributable to accrued interest) in a
foreign currency with respect to a foreign currency note will be required to
include in income the U.S. dollar value of the foreign currency payment
(determined based on a spot rate on the date the payment is received) regardless
of whether the payment is in fact converted to U.S. dollars at the time, and
this U.S. dollar value will be the United States Holder's tax basis in the
foreign currency. A cash-method Holder who receives a payment of qualified
stated interest in U.S. dollars pursuant to an option available under such note
will be required to include the amount of this payment in income upon receipt.

      An accrual-method United States Holder will be required to include in
income the U.S. dollar value of the amount of interest income (including OID or
market discount, but reduced by acquisition premium and amortizable bond
premium, to the extent applicable) that has accrued and is otherwise required to
be taken into account with respect to a foreign currency note during an accrual
period. The U.S. dollar value of the accrued income will be determined by
translating the income at the average rate of exchange for the accrual period
or, with respect to an accrual period that spans two taxable years, at the
average rate for the partial period within the taxable year. The United States
Holder will recognize ordinary income or loss (which will not be treated as
interest income or expense) with respect to accrued interest income on the date
the interest payment or proceeds from the sale, exchange or other disposition
attributable to accrued interest is actually received. The amount of ordinary
income or loss recognized will equal the difference between the U.S. dollar
value of the foreign currency payment received (determined on the date the
payment is received) in respect of the accrual period (or, where a Holder
receives U.S. dollars, the amount of the payment in respect of the accrual
period) and the U.S. dollar value of interest income that has accrued during the
accrual period (as determined above). Rules similar to these rules apply in the
case of a cash-method taxpayer required to currently accrue original issue
discount or market discount.

      An accrual method United States Holder may elect to translate interest
income (including OID) into U.S. dollars at the spot rate on the last day of the
interest accrual period (or, in the case of a partial accrual period, the spot
rate on the last day of the taxable year) or, if the date of receipt is within
five business days of the last day of the interest accrual period, the spot rate
on the date of receipt. A United States Holder that makes this election must
apply it consistently to all debt instruments from year to year and may not
change the election without the consent of the Internal Revenue Service.

      OID, market discount, acquisition premium and amortizable bond premium on
a foreign currency note are to be determined in the relevant foreign currency.
Where the taxpayer elects to include market discount in income currently, the
amount of market discount will be determined for any accrual period in the
relevant foreign currency and then translated into U.S. dollars on the basis of
the average rate in effect during the accrual period. Exchange gain or loss
realized with respect to such accrued market discount will be determined in
accordance with the rules relating to accrued interest described above.

      If an election to amortize bond premium is made, amortizable bond premium
taken into account on a current basis shall reduce interest income in units of
the relevant foreign currency. Exchange gain or loss is realized on amortized
bond premium with respect to any period by treating the bond premium amortized
in the period in the same manner as on the sale, exchange or retirement of the
foreign currency note. Any exchange gain or loss will be ordinary income or
loss, as described below. If the election is not made, any loss realized on the
sale, exchange or retirement of a foreign currency note (other than to the
extent of exchange loss) with amortizable bond premium by a United States Holder
who has not elected to amortize the premium will be a capital loss to the extent
of the bond premium.

      A United States Holder's tax basis in a foreign currency note, and the
amount of any subsequent adjustment to the holder's tax basis, will be the U.S.
dollar value amount of the foreign currency amount paid for such foreign
currency note, or of the foreign currency amount of the adjustment, determined
on the date of the purchase or adjustment. A United States Holder who purchases
a foreign currency note with previously owned foreign currency will recognize
ordinary income or loss in an amount equal to the difference, if any, between
such United States Holder's tax basis in the foreign currency and the U.S.
dollar fair market value of the foreign currency note on the date of purchase.


                                      S-36
<PAGE>

      Gain or loss realized upon the sale, exchange or retirement of a foreign
currency note that is attributable to fluctuation in currency exchange rates
will be ordinary income or loss, which will not be treated as interest income or
expense. Gain or loss attributable to fluctuations in exchange rates will equal
the difference between (i) the U.S. dollar value of the foreign currency
principal amount of the note, determined on the date the payment is received or
the note is disposed of, and (ii) the U.S. dollar value of the foreign currency
principal amount of the note, determined on the date the United States Holder
acquired the note. Payments received that are attributable to accrued interest
will be treated in accordance with the rules applicable to payments of interest
on foreign currency notes, described above. The foreign currency gain or loss
will be recognized only to the extent of the total gain or loss realized by the
United States Holder on the sale, exchange or retirement of the foreign currency
note. The source of the foreign currency gain or loss will be determined by
reference to the residence of the United States Holder or the "qualified
business unit" of the holder on whose books the note is properly reflected. Any
gain or loss realized by a United States Holder in excess of a foreign currency
gain or loss will be capital gain or loss except to the extent of any accrued
market discount or, in the case of short-term note, to the extent of any
discount not previously included in the holder's income. If a United States
Holder recognizes a loss upon a sale or other disposition of a foreign currency
note and such loss is above certain thresholds, then the Holder may be required
to file a disclosure statement with the Internal Revenue Service. United States
Holders should consult their tax advisers regarding this reporting obligation.

      A United States Holder will have a tax basis in any foreign currency
received on the sale, exchange or retirement of a foreign currency note equal to
the U.S. dollar value of the foreign currency, determined at the time of sale,
exchange or retirement. A cash-method taxpayer who buys or sells a foreign
currency note is required to translate units of foreign currency paid or
received into U.S. dollars at the spot rate on the settlement date of the
purchase or sale. Accordingly, no exchange gain or loss will result from
currency fluctuations between the trade date and the settlement date of the
purchase or sale. An accrual-method taxpayer may elect the same treatment for
all purchases and sales of foreign currency obligations, provided that the notes
are traded on an established securities market. This election may not be changed
without the consent of the Internal Revenue Service. Any gain or loss realized
by a United States Holder on a sale or other disposition of foreign currency
(including its exchange for U.S. dollars or its use to purchase foreign currency
notes) will be ordinary income or loss.

      Backup Withholding and Information Reporting

      Information returns will be filed with the Internal Revenue Service in
connection with payments on the notes and the proceeds from a sale or other
disposition of the notes. A United States Holder may be subject to U.S. backup
withholding on these payments if it fails to provide its tax identification
number to the paying agent and comply with certain certification procedures or
otherwise establish an exemption from backup withholding. The amount of any
backup withholding from a payment to a United States Holder will be allowed as a
credit against the Holder's U.S. federal income tax liability and may entitle
them to a refund, provided that the required information is furnished to the
Internal Revenue Service.

Tax Consequences to Non-United States Holders

      As used herein, the term "Non-United States Holder" means a beneficial
owner of a note for United States federal income tax purposes that is:

      o     an individual who is classified as a nonresident for U.S. federal
            income tax purposes;

      o     a foreign corporation; or

      o     a foreign estate or trust.

      "Non-United States Holder" does not include a holder who is an individual
present in the United States for 183 days or more in the taxable year of
disposition and who is not otherwise a resident of the United States for U.S.
federal income tax purposes. Such a holder is urged to consult his or her own
tax adviser regarding the U.S. federal income tax consequences of the sale,
exchange or other disposition of a note.

      Subject to the discussion below concerning backup withholding, payments of
principal and interest (including OID, if any) on the notes by us or any paying
agent to any Non-United States Holder will not be subject to United States
federal withholding tax, provided that, in the case of interest, (i) the
Non-United States Holder does not own,


                                      S-37
<PAGE>

actually or constructively, 10 percent or more of the total combined voting
power of all classes of our stock entitled to vote and is not a controlled
foreign corporation related, directly or indirectly, to us through stock
ownership and (ii) if the note is a registered note, the certification
requirement described below has been fulfilled with respect to the beneficial
owner, as discussed below. Additionally, subject to the discussion below
concerning backup withholding, a Non-United States Holder of a note will not be
subject to United States federal income tax on gain realized on the sale,
exchange or other disposition of such note, unless the gain is effectively
connected with the conduct by the holder of a trade or business in the United
States, subject to an applicable income tax treaty providing otherwise.

      Certification Requirement

      Interest and original issue discount will not be exempt from withholding
tax unless the Non-United States Holder certifies on Internal Revenue Service
Form W-8BEN, under penalties of perjury, that it is not a United States person.
The exemption will not apply to contingent interest if the amount of the
interest is determined with reference to our financial performance or the
financial performance of a related person or with reference to changes in the
value of our or a related person's assets. Unless otherwise provided in the
applicable pricing supplement, we do not expect to pay this type of interest.

      If a Non-United States Holder of a note is engaged in a trade or business
in the United States, and if interest (including OID) on the note is effectively
connected with the conduct of this trade or business, the Non-United States
Holder, although exempt from the withholding tax discussed in the preceding
paragraph, will generally be taxed in the same manner as a United States Holder
(see "Tax Consequences to United States Holders," above), subject to an
applicable income tax treaty providing otherwise, except that the Holder will be
required to provide to the Company a properly executed Internal Revenue Service
Form W-8ECI in order to claim an exemption from withholding tax. These
Non-United States Holders should consult their own tax advisers with respect to
other U.S. tax consequences of the ownership and disposition of notes, including
the possible imposition of a 30% branch profits tax.

      Subject to benefits provided by an applicable estate tax treaty, a note or
coupon held by an individual who is a Non-United States Holder may be subject to
United States federal estate tax upon the Holder's death if, at such time,
interest payments on the note would have been:

      o     subject to United States federal withholding tax (even if the W-8BEN
            certification requirement described above were satisfied); or

      o     effectively connected with the conduct by the Holder of a trade or
            business in the United States.

      Backup Withholding and Information Reporting

      Information returns will be filed with the Internal Revenue Service in
connection with payments on the notes. Unless the Non-United States Holder
complies with certification procedures to establish that it is not a United
States person, information returns may be filed with the Internal Revenue
Service in connection with the proceeds from a sale or other disposition of the
notes, and the Non-United States Holder may be subject to United States backup
withholding on payments on the notes or on the proceeds from a sale or other
disposition of the notes. The certification procedures required to claim the
exemption from withholding on interest and OID described above, will suffice to
avoid backup withholding tax as well. The amount of any backup withholding from
a payment to a Non-United States Holder will be allowed as a credit against the
Non-United States Holder's United States federal income tax liability and may
entitle the Non-United States Holder to a refund, provided that the required
information is furnished to the Internal Revenue Service.

      The federal income tax discussion set forth above is included for general
information only and may not be applicable depending upon a holder's particular
situation. Holders should consult their own tax advisers with respect to the tax
consequences to them of the ownership and disposition of the notes, including
the tax consequences under state, local, foreign and other tax laws and the
possible effects of changes in federal or other tax laws.


                                      S-38
<PAGE>

                              PLAN OF DISTRIBUTION

      We are offering the Series E securities on a continuing basis through J.P.
Morgan Securities Inc. ("JPMSI"), which we refer to as the "agent" to the extent
it is named in the applicable pricing supplement. In addition, we may offer the
Series E notes through certain other agents to be named in the applicable
pricing supplement. The agent has agreed and any additional agents will agree to
use reasonable efforts to solicit offers to purchase these securities. We will
have the sole right to accept offers to purchase these securities and may reject
any offer in whole or in part. Each agent may reject, in whole or in part, any
offer it solicited to purchase securities. We will pay an agent, in connection
with sales of these securities resulting from a solicitation that agent made or
an offer to purchase the agent received, a commission as set forth in the
applicable pricing supplement.

      We may also sell these securities to an agent as principal for its own
account at discounts to be agreed upon at the time of sale as disclosed in the
applicable pricing supplement. That agent may resell these securities to
investors and other purchasers at a fixed offering price or at prevailing market
prices, or prices related thereto at the time of resale or otherwise, as that
agent determines and as we will specify in the applicable pricing supplement. An
agent may offer the securities it has purchased as principal to other dealers.
That agent may sell the securities to any dealer at a discount and, unless
otherwise specified in the applicable pricing supplement, the discount allowed
to any dealer will not be in excess of the discount that agent will receive from
us. After the initial public offering of securities that the agent is to resell
on a fixed public offering price basis, the agent may change the public offering
price, concession and discount.

      The agent may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, as amended. We and the agent have agreed to indemnify
each other against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments made in respect of those
liabilities. We have also agreed to reimburse the agent for specified expenses.

      We estimate that we will spend approximately $420,000 for printing, rating
agency, trustee and legal fees and other expenses allocable to the offering.

      Unless otherwise provided in the applicable pricing supplement, we do not
intend to apply for the listing of these securities on a national securities
exchange, but we have been advised by the agent that it intends to make a market
in these securities or, if separable, any other securities included in units, as
applicable laws and regulations permit. The agent is not obligated to do so,
however, and the agent may discontinue making a market at any time without
notice. No assurance can be given as to the liquidity of any trading market for
these securities or, if separable, any other securities included in units.

      JPMSI is our wholly owned indirect subsidiary. To the extent it is named
in the applicable pricing supplement, each offering of these securities will be
conducted in compliance with the requirements of Rule 2720 of the NASD regarding
an NASD member firm's distributing the securities of an affiliate. Following the
initial distribution of these securities, each agent may offer and sell those
securities in the course of its business as a broker-dealer. An agent may act as
principal or agent in those transactions and will make any sales at varying
prices related to prevailing market prices at the time of sale or otherwise. The
agents are not obligated to make a market in any of these securities or any
other securities included in units and may discontinue any market-making
activities at any time without notice.

Series E Notes, Series E Warrants and Series E Units Offered on a Global Basis

      If the applicable pricing supplement indicates that any of our Series E
medium-term notes, Series E warrants or Series E units will be offered on a
global basis, those registered global securities will be offered for sale in
those jurisdictions outside of the United States where it is legal to make
offers for sale of those securities.

      The agent has represented and agreed, and any other agent through which we
may offer any Series E medium-term notes, Series E warrants or Series E units on
a global basis will represent and agree, that it will comply with all applicable
laws and regulations in force in any jurisdiction in which it purchases, offers,
sells or delivers the securities or possesses or distributes the applicable
pricing supplement, this prospectus supplement or the accompanying prospectus
and will obtain any consent, approval or permission required by it for the
purchase, offer or sale by it of the securities under the laws and regulations
in force in any jurisdiction to which it is subject or in


                                      S-39
<PAGE>

which it makes purchases, offers or sales of the securities, and we shall not
have responsibility for the agent's compliance with the applicable laws and
regulations or obtaining any required consent, approval or permission.

      With respect to sales in any jurisdictions outside of the United States of
such securities offered on a global basis, purchasers of any such securities may
be required to pay stamp taxes and other charges in accordance with the laws and
practices of the country of purchase in addition to the issue price set forth on
the cover page hereof.

                                  LEGAL MATTERS

      The validity of the notes, warrants and units will be passed upon for
JPMorgan Chase & Co. by Simpson Thacher & Bartlett LLP. Davis Polk & Wardwell
will pass upon certain legal matters relating to the notes, warrants and units
for the agents. Each of Simpson Thacher & Bartlett LLP and Davis Polk & Wardwell
has in the past represented JPMorgan Chase & Co. and its affiliates, and
continues to represent JPMorgan Chase & Co. and its affiliates on a regular
basis and in a variety of matters.


                                      S-40
<PAGE>

Prospectus

                              JPMorgan Chase [Logo]

                              JPMorgan Chase & Co.

                                 Debt Securities
                                    Warrants
                                      Units
                               Purchase Contracts

                                   ----------

      We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any 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.

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                                    JPMorgan

                    This Prospectus is dated December 1, 2005

<PAGE>

                              ABOUT THIS PROSPECTUS

      This prospectus is part of a Registration Statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, we may, from time to time, sell any combination of the
securities described in the prospectus in one or more offerings.

      This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement or more than one prospectus supplement, together with one or more
pricing supplements and/or product supplements (together referred to herein as a
"prospectus supplement") that will contain specific information about the terms
of the offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the heading "Where You Can Find More Information" beginning on page 1 of
this prospectus.

      Following the initial distribution of an offering of securities, J.P.
Morgan Securities Inc. and other affiliates of ours and, if applicable, other
third-party broker dealers may offer and sell those securities in the course of
their businesses as broker dealers. J.P. Morgan Securities Inc. and other
affiliates of ours and, if applicable, other third-party broker dealers may act
as a principal or agent in these transactions. This prospectus and the
applicable prospectus supplement will also be used in connection with those
transactions. Sales in any of those transactions will be made at varying prices
related to prevailing market prices and other circumstances at the time of sale.

      No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
prospectus or the accompanying prospectus supplement, and, if given or made,
such information or representations must not be relied upon as having been
authorized. This prospectus and the accompanying prospectus supplement do not
constitute an offer to sell or the solicitation of an offer to buy any
securities other than the securities described in the accompanying prospectus
supplement or an offer to sell or the solicitation of an offer to buy such
securities in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this prospectus or the accompanying prospectus
supplement, nor any sale made hereunder and thereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of JPMorgan Chase & Co. since the date hereof or that the information
contained or incorporated by reference herein or therein is correct as of any
time subsequent to the date of such information.


                                       i
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Where You Can Find More Information .......................................    1
JPMorgan Chase & Co. ......................................................    2
Consolidated Ratios of Earnings to Fixed Charges ..........................    4
Use of Proceeds ...........................................................    4
Description of Debt Securities ............................................    5
Description of Warrants ...................................................   11
Description of Units ......................................................   15
Description of Purchase Contracts .........................................   18
Forms of Securities .......................................................   20
Plan of Distribution ......................................................   23
Experts ...................................................................   26
Legal Opinions ............................................................   26
Benefit Plan Investor Considerations ......................................   26


                                   ----------

      In this prospectus, the "Company," "we," "us" and "our" refer to JPMorgan
Chase & Co. and its subsidiaries, except where the context otherwise requires or
as otherwise indicated.


                                       ii
<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and current reports, proxy statements and other
information with the Commission. You may read and copy these documents at the
Commission's public reference room at 100 F Street, N.E., Washington, D.C.
20549, and at the Commission's regional offices at Northeast Regional Office,
233 Broadway, New York, New York 10279 and Midwest Regional Office, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
this material can also be obtained from the Public Reference Room of the
Commission at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates.
Please call the Commission at 1-800-732-0330 for further information about the
Public Reference Room. The Commission also maintains an Internet website that
contains reports, proxy and information statements and other materials that are
filed through the Commission's Electronic Data Gathering, Analysis and Retrieval
(EDGAR) System. This website can be accessed at http://www.sec.gov. You can find
information we have filed with the Commission by reference to file number
001-05805. In addition, you may inspect our reports, proxy statements and other
information at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.

      This prospectus is part of a registration statement we filed with the
Commission. This prospectus omits some information contained in the registration
statement in accordance with Commission rules and regulations. You should review
the information and exhibits in the registration statement for further
information on us and our consolidated subsidiaries and the securities we are
offering. Statements in this prospectus concerning any document we filed as an
exhibit to the registration statement or that we otherwise filed with the
Commission are not intended to be comprehensive and are qualified by reference
to these filings. You should review the complete document to evaluate these
statements.

      The Commission allows us to incorporate by reference much of the
information we file with them, which means that we can disclose important
information to you by referring you to those publicly available documents. The
information that we incorporate by reference in this prospectus is considered to
be part of this prospectus. Because we are incorporating by reference future
filings with the Commission, this prospectus is continually updated and those
future filings may modify or supersede some of the information included or
incorporated in this prospectus. This means that you must look at all of the
Commission filings that we incorporate by reference to determine if any of the
statements in this prospectus or in any document previously incorporated by
reference have been modified or superseded. This prospectus incorporates by
reference the documents listed below and any future filings we make with the
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until we complete our offering of the securities to be issued under
the registration statement or, if later, the date on which any of our affiliates
cease offering and selling these securities:

            (a) our Annual Report on Form 10-K for the year ended December 31,
      2004 (filed on March 2, 2005 and amended on June 28, 2005);

            (b) our Quarterly Reports on Form 10-Q for the quarters ended March
      31, 2005 (filed on May 5, 2005), June 30, 2005 (filed on August 8, 2005)
      and September 30, 2005 (filed on November 9, 2005); and

            (c) our Current Reports on Form 8-K filed on March 1, 2004, May 14,
      2004, July 30, 2004, August 13, 2004, January 7, 2005, January 11, 2005,
      January 19, 2005 (three reports filed, including an amendment to the Form
      8-K filed on October 1, 2004), February 1, 2005, February 28, 2005, March
      1, 2005 (three reports filed), March 16, 2005 (two reports filed), March
      17, 2005, March 21, 2005, March 23, 2005, April 11, 2005, April 20, 2005
      (four reports filed, including an amendment to the Form 8-K filed on
      October 1, 2004), April 27, 2005 (two reports filed), May 4, 2005 (two
      reports filed), May 6, 2005, May 9, 2005, May 20, 2005 (three reports
      filed), May 26, 2005, June 1, 2005, June 2, 2005, June 7, 2005, June 9,
      2005, June 13, 2005, June 15, 2005, July 6, 2005, July 14, 2005, July 20,
      2005 (three reports filed, including an amendment to the Form 8-K filed on
      October 1, 2004), August 3, 2005 (two reports filed), August 5, 2005,
      August 8, 2005, August 12, 2005, September 2, 2005, September 8, 2005 (two
      reports filed), September 20, 2005, October 4, 2005, October 5, 2005 (two
      reports filed), October 11, 2005, October 14, 2005, October 18, 2005,
      October 19, 2005 pursuant to Items 5.02 and 9.01, October 19, 2005
      pursuant to Items 2.02 and 9.01 (Exhibit 12.1 only), October 24, 2005 (two
      reports filed), November 3, 2005 (two reports filed), November 4, 2005
      (three reports filed), November 8, 2005 (five reports filed), November 9,
      2005, November 14, 2005, November 17, 2005 and November 23, 2005 (other
      than, in each case, those documents or the portions of those documents not
      deemed to be filed).

      You may request, at no cost to you, a copy of these documents (other than
exhibits to such documents) by writing or telephoning us at: Office of the
Secretary, JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017-2070
(Telephone: (212) 270-4040).


                                       1
<PAGE>

                              JPMORGAN CHASE & CO.

      We are a financial holding company incorporated under Delaware law in
1968. We are a leading global financial services firm and one of the largest
banking institutions in the United States, with approximately $1.2 trillion in
assets, $106 billion in stockholders' equity and operations in more than 50
countries. We are a leader in investment banking, financial services for
consumers and businesses, financial transaction processing, asset and wealth
management and private equity. Under the JPMorgan, Chase and Bank One brands, we
serve millions of customers in the United States and many of the world's most
prominent corporate, institutional and government clients.

      Our principal bank subsidiaries are JPMorgan Chase Bank, National
Association, a national banking association with branches in 17 states, and
Chase Bank USA, National Association, a national bank headquartered in Delaware
that is our credit card issuing bank. JPMorgan Chase's principal nonbank
subsidiary is J.P. Morgan Securities Inc., our U.S. investment banking firm.

      The headquarters for JPMorgan Chase is in New York City. The retail
banking business, which includes the consumer banking, small business banking
and consumer lending activities (with the exception of our credit card
business), is headquartered in Chicago. Chicago also serves as the headquarters
for the commercial banking business.

      Our activities are organized, for management reporting purposes, into six
business segments as well as Corporate. Our wholesale businesses are composed of
the Investment Bank, Commercial Banking, Treasury & Securities Services, and
Asset & Wealth Management. Our consumer businesses are composed of Retail
Financial Services and Card Services. A description of our business segments,
and the products and services they provide to their respective client bases,
follows:

Investment Bank

      The Investment Bank is one of the world's leading investment banks, as
evidenced by the breadth of its client relationships and product capabilities.
The Investment Bank has extensive relationships with corporations, financial
institutions, governments and institutional investors worldwide. The Investment
Bank provides a full range of investment banking products and services in all
major capital markets, including advising on corporate strategy and structure,
capital raising in equity and debt markets, sophisticated risk management, and
market-making in cash securities and derivative instruments. The Investment Bank
also commits JPMorgan Chase's own capital to proprietary investing and trading
activities.

Retail Financial Services

      Retail Financial Services includes Home Finance, Consumer & Small Business
Banking, Auto & Education Finance and Insurance. Through this group of
businesses, Retail Financial Services provides consumers and small businesses
with a broad range of financial products and services including deposits,
investments, loans and insurance. Home Finance is a leading provider of consumer
real estate loan products and is one of the largest originators and servicers of
home mortgages. Consumer & Small Business Banking offers one of the largest
branch networks in the United States. As of September 30, 2005, Auto & Education
Finance was the largest bank originator of automobile loans as well as a top
provider of loans for college students. Through its Insurance operations, Retail
Financial Services sells and underwrites an extensive range of financial
protection products and investment alternatives, including life insurance,
annuities and debt protection products.

Card Services

      As of September 30, 2005, Card Services was one of the largest issuers of
general purpose credit cards in the United States and one of the largest
merchant acquirers. Card Services offers a wide variety of products to satisfy
the needs of its cardmembers, including cards issued on behalf of many
well-known partners, such as major airlines, hotels, universities, retailers and
other financial institutions.

Commercial Banking

      Commercial Banking serves a variety of clients including corporations,
municipalities, financial institutions and not-for-profit entities. A local
market presence and a strong customer service model, coupled with a focus on
risk management, provide a solid infrastructure for Commercial Banking to
provide JPMorgan Chase's complete


                                       2
<PAGE>

product set--lending, treasury services, investment banking and investment
management. Commercial Banking clients benefit from JPMorgan Chase's retail
branch network and commercial banking offices, including locations in many of
the top major metropolitan areas in the U.S.

Treasury & Securities Services

      Treasury & Securities Services is a global leader in providing
transaction, investment and information services to support the needs of
corporations, issuers and institutional investors worldwide. Treasury &
Securities Services is the largest cash management provider in the world and a
leading global custodian. The Treasury Services business provides clients with a
broad range of capabilities, including U.S. dollar and multi-currency clearing,
Automated Clearing House (ACH) transfers, trade, and short-term liquidity and
working capital tools. The Investor Services business provides a wide range of
capabilities, including custody, funds services, securities lending, and
performance measurement and execution products. The Institutional Trust Services
business provides trustee, depository and administrative services for debt and
equity issuers. Treasury Services partners with the Commercial Banking, Consumer
& Small Business Banking and Asset & Wealth Management businesses to serve
clients firmwide. As a result, certain Treasury Services revenues are included
in other segments' results. Treasury & Securities Services has combined the
management of the Investor Services and Institutional Trust Services businesses
under the name Worldwide Securities Services to create an integrated franchise
which will provide custody and investor services as well as securities clearance
and trust services to clients globally.

Asset & Wealth Management

      Asset & Wealth Management provides investment management to retail and
institutional investors, financial intermediaries and high-net-worth families
and individuals globally. For retail investors, Asset & Wealth Management
provides investment management products and services, including a global mutual
fund franchise, retirement plan administration and brokerage services. Asset &
Wealth Management delivers investment management to institutional investors
across all asset classes. The Private Bank and Private Client Services
businesses provide integrated wealth management services to ultra-high-net-worth
and high-net-worth clients, respectively.

Corporate

      The Corporate Sector is composed of Private Equity, Treasury and corporate
staff and other centrally managed expenses. Private Equity currently includes
JPMorgan Partners and ONE Equity Partners businesses. On March 1, 2005, we
announced that the management team of JPMorgan Partners LLC, a private equity
unit of JPMorgan Chase, will become independent when it completes the investment
of the current $6.5 billion Global Fund, which it advises. The independent
management team intends to raise a new fund as a successor to the Global Fund.
JPMorgan Chase has committed to invest 24.9% of the limited partnership
interests, up to $1 billion, in the new fund. Treasury manages the structural
interest rate risk and investment portfolio for JPMorgan Chase. The corporate
staff areas include Central Technology and Operations, Internal Audit, Executive
Office, Finance, General Services, Human Resources, Marketing & Communications,
Office of the General Counsel, Real Estate and Business Services, Risk
Management, and Strategy and Development. JPMorgan Chase's centrally managed
expenses include items such as its occupancy and pension expense, net of
allocations to the business.

      Our principal executive office is located at 270 Park Avenue, New York,
New York 10017 and our telephone number is (212) 270-6000.


                                       3
<PAGE>

                CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES

                                         Nine
                                        Months
                                        Ended
                                      September       Year Ended December 31,
                                         30,    --------------------------------
                                         2005   2004   2003   2002   2001   2000
                                      --------- ----   ----   ----   ----   ----
Excluding Interest on Deposits .......   1.75   1.65   2.27   1.28   1.18   1.52
Including Interest on Deposits .......   1.46   1.44   1.87   1.17   1.11   1.31

      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.

                                 USE OF PROCEEDS

      We will use the net proceeds we receive from the sale of the securities
offered by this prospectus and the accompanying prospectus supplement for
general corporate purposes, in connection with hedging our obligations under the
securities, or for any other purpose described in the applicable prospectus
supplement. General corporate purposes may include additions to working capital,
repayment of debt, investments in or extensions of credit to our subsidiaries,
or redemptions or repurchases of our stock. We may temporarily invest the net
proceeds or use them to repay short term debt until they are used for their
stated purpose.


                                       4
<PAGE>

                         DESCRIPTION OF DEBT SECURITIES

General

      The following description of the terms of the debt securities contains
certain general terms that may apply to the debt securities. The specific terms
of any debt securities will be described in one or more prospectus supplements
relating to those debt securities.

      The debt securities will be issued under an Indenture dated May 25, 2001,
between us and Deutsche Bank Trust Company Americas (formerly Bankers Trust
Company), as trustee. We refer to the Indenture, as may be supplemented from
time to time, as the "Indenture."

      We have summarized below the material provisions of the Indenture and the
debt securities, or indicated which material provisions will be described in the
related prospectus supplement. These descriptions are only summaries, and each
investor should refer to the Indenture, which describes completely the terms and
definitions summarized below and contains additional information regarding the
debt securities. Where appropriate, we use parentheses to refer you to the
particular sections of the Indenture. Any reference to particular sections or
defined terms of the Indenture in any statement under this heading qualifies the
entire statement and incorporates by reference the applicable section or
definition into that statement.

      The debt securities will be our direct, unsecured general obligations. The
debt securities will have the same rank in liquidation as all of our other
unsecured and unsubordinated debt.

      The Indenture does not limit the amount of debt securities that we may
issue. The Indenture provides that debt securities may be issued up to the
principal amount authorized by us from time to time (Section 2.03 of the
Indenture). The Indenture allows us to reopen a previous issue of a series of
debt securities and issue additional debt securities of that issue.

      We are a holding company and conduct substantially all of our operations
through subsidiaries. As a result, claims of holders of the debt securities will
generally have a junior position to claims of creditors of our subsidiaries,
except to the extent that we may be recognized as a creditor of those
subsidiaries. In addition, our right to participate as a shareholder in any
distribution of assets of any subsidiary (and thus the ability of holders of the
debt securities to benefit as creditors of the Company from such distribution)
is junior to creditors of that subsidiary. Claims of creditors of our
subsidiaries include:

      o     substantial amounts of long term debt;

      o     deposit liabilities;

      o     federal funds purchased;

      o     securities sold under repurchase agreements; and

      o     short term borrowings.

      In addition, various statutes and regulations restrict some of our
subsidiaries from paying dividends or making loans or advances to us. These
restrictions could prevent those subsidiaries from paying the cash to us that we
need in order to pay you. These restrictions include:

      o     the net capital requirements under the Securities Exchange Act of
            1934, as amended, and the rules of some exchanges and other
            regulatory bodies, which apply to J.P. Morgan Securities Inc. and
            other broker-dealer affiliates, and

      o     banking regulations, which apply to JPMorgan Chase Bank, National
            Association, Chase Manhattan Bank USA, National Association and
            other of our banking subsidiaries.

      We may issue debt securities from time to time in one or more series.
(Section 2.03 of the Indenture) The debt securities may be denominated and
payable in U.S. dollars or foreign currencies. (Section 2.03 of the Indenture)
We may also issue debt securities, from time to time, with the principal amount,
interest or other amounts payable on any relevant payment date to be determined
by reference to one or more currency exchange rates, securities or baskets of
securities, commodity prices, indices or any other financial, economic or other
measure or instrument,


                                       5
<PAGE>

including the occurrence or non-occurrence of any event or circumstance. In
addition, we may issue debt securities as part of units issued by us, as
described in "--Description of Units" below. All references in this prospectus,
or any prospectus supplement to other amounts will include premium, if any,
other cash amounts payable under the Indenture, and the delivery of securities
or baskets of securities under the terms of the debt securities.

      Debt securities may bear interest at a fixed rate, which may be zero, or a
floating rate.

      The prospectus supplement relating to the particular series of debt
securities being offered will specify the particular terms of, and other
information relating to, those debt securities. These terms may include:

      o     the specific designation;

      o     any limit on the aggregate principal amount and authorized
            denominations of the debt securities;

      o     the purchase price of the debt securities (expressed as a percentage
            of the principal amount thereof);

      o     the date or dates on which the principal of the debt securities will
            be payable;

      o     the interest rate or rates (including any interest rates applicable
            to overdue payments) on the debt securities, if any, or the method
            by which the calculation agent will determine those rates;

      o     if other than U.S. dollars, the currency or currencies (including
            composite currencies or currency units) in which the debt securities
            may be purchased and in which payments on the debt securities will
            be made (which currencies may be different for payments of
            principal, premium, if any, and/or interest, if any);

      o     the dates on which any interest or other amounts will be payable, if
            any;

      o     any repayment, amortization, redemption, prepayment or sinking fund
            provisions, including any redemption notice provisions;

      o     information as to the methods for determining the amount of
            principal, interest or other amounts payable on any date and/or any
            currencies, currency units, composite currencies, commodity prices,
            securities, baskets of securities, indices, baskets of indices,
            interest rates, swap rates, baskets of swap rates or any other
            factors or other financial, economic or other measure or instrument,
            including the occurrence or non-occurrence of any event or
            circumstance, to which the amount payable with respect to the
            principal, interest or other amounts, if any, of the debt securities
            on that date will be linked;

      o     any conversion or exchange provision relating to the conversion or
            exchange of the debt securities into or for securities of another
            entity;

      o     the terms on which holders of the debt securities may convert or
            exchange these securities into or for stock or other securities
            issued by another entity, any specific terms relating to the
            adjustment of the conversion or exchange feature and the period
            during which the holders may make the conversion or exchange;

      o     whether we will issue the debt securities in registered form or
            bearer form or both and, if we are offering debt securities in
            bearer form, any restrictions applicable to the exchange of one form
            for another and to the offer, sale and delivery of those debt
            securities in bearer form;

      o     the place or places for payment of the principal amount, interest or
            other amounts on the debt securities;

      o     whether we will issue the debt securities in definitive form and
            under what terms and conditions;

      o     any agents for the debt securities, including trustees,
            depositaries, authenticating or paying agents, transfer agents or
            registrars;

      o     any applicable United States federal income tax consequences,
            including, but not limited to:

            o     whether and under what circumstances we will pay additional
                  amounts on debt securities held by a person who is not a U.S.
                  person for any tax, assessment or governmental charge withheld
                  or deducted and, if so, whether we will have the option to
                  redeem those debt securities in order to avoid the obligation
                  to pay future additional amounts; and


                                       6
<PAGE>

            o     tax considerations applicable to any debt securities
                  denominated and payable in foreign currencies; and

      o     any other specific terms of the debt securities, including any
            additional events of default or covenants, and any terms required by
            or advisable under applicable laws or regulations.

      Some of the debt securities may be issued as original issue discount debt
securities (the "Original Issue Discount Securities"). Original Issue Discount
Securities bear no interest or bear interest at below market rates and will be
sold at a discount below their stated principal amount. The prospectus
supplement relating to an issue of Original Issue Discount Securities will
contain information relating to United States federal income tax, accounting,
and other special considerations applicable to Original Issue Discount
Securities.

      Holders may present debt securities for exchange or transfer, in the
manner, at the places and subject to the restrictions stated in the debt
securities and described in the applicable prospectus supplement. We will
provide these services without charge except for any tax or other governmental
charge payable in connection with these services and subject to any limitations
provided in the Indenture. (Section 2.08 of the Indenture)

      Holders may transfer debt securities in definitive bearer form and the
related coupons, if any, by delivery to the transferee. If any of the securities
are held in global form, the procedures for transfer of interests in those
securities will depend upon the procedures of the depositary for those global
securities. See "Forms of Securities."

      We will generally have no obligation to repurchase, redeem, or change the
terms of debt securities upon any event (including a change in control) that
might have an adverse effect on our credit quality.

Events of Default, Waiver, Debt Securities in Foreign Currencies

      An "Event of Default" with respect to a series of debt securities is
defined in the Indenture as:

      o     default for 30 days in the payment of interest on any debt
            securities of that series;

      o     default in payment of principal or other amounts payable on any debt
            securities of that series when due, at maturity, upon redemption, by
            declaration, or otherwise;

      o     failure by us for 90 days after notice to perform any other
            covenants or warranties contained in the Indenture applicable to
            that series;

      o     certain events of bankruptcy or reorganization of the Company; and

      o     any other event of default provided in the applicable supplemental
            indentures or form of security. (Section 5.01 of the Indenture)

      If a default in the payment of principal, interest or other amounts
payable on the debt securities, or in the performance of any covenant or
agreement, or in a manner provided in the applicable supplemental indenture or
form of security, with respect to one or more series of debt securities occurs
and is continuing, either the trustee or the holders of at least 25% in
principal amount of the debt securities of such series then outstanding, treated
as one class, may declare the principal of all outstanding debt securities of
such series and any interest accrued thereon, to be due and payable immediately.
In the case of Original Issue Discount Securities, only a specified portion of
the principal amount may be accelerated. If a default in the performance of any
covenant or agreement with respect to all series of debt securities, or due to
specified events of bankruptcy or insolvency of the Company, occurs and is
continuing, either the trustee or the holders of at least 25% in principal
amount of all debt securities then outstanding, voting as a single class, may
declare the principal of all outstanding debt securities and any interest
accrued thereon, to be due and payable immediately. In the case of Original
Issue Discount Securities, only a specified portion of the principal amount may
be accelerated. Subject to certain conditions such declarations may be annulled
and past defaults, except for uncured payment defaults on the debt securities,
may be waived by the holders of a majority in principal amount of the
outstanding debt securities of the series affected. (Sections 5.01 and 5.10 of
the Indenture)

      An Event of Default with respect to one series of debt securities does not
necessarily constitute an Event of Default with respect to any other series of
debt securities. The Indenture provides that the trustee may withhold notice to
the holders of the debt securities of any default if the trustee considers it in
the interest of the holders of


                                       7
<PAGE>

the debt securities to do so. The trustee may not withhold notice of a default
in the payment of principal of, interest on or any other amounts due under, such
debt securities. (Section 5.11 of the Indenture)

      The Indenture provides that the holders of a majority in principal amount
of outstanding debt securities of any series may direct the time, method, and
place of conducting any proceeding for any remedy available to the trustee, or
exercising any trust or other power conferred on the trustee. The trustee may
decline to act if the direction is contrary to law and in certain other
circumstances set forth in the Indenture. (Section 5.09 of the Indenture) The
trustee is not obligated to exercise any of its rights or powers under the
Indenture at the request or direction of the holders of debt securities unless
the holders offer the trustee reasonable indemnity against expenses and
liabilities. (Section 6.02(d) of the Indenture)

      No holder of any debt security of any series has the right to institute
any action for remedy unless such holder has previously given to the trustee
written notice of default and the trustee has failed to take action for 60 days
after the holders of not less than 25% in principal amount of the debt
securities of such series make written request upon the trustee to institute
such action. (Section 5.06 of the Indenture)

      The Indenture requires us to file annually with the trustee a written
statement of no default, or specifying any default that exists. (Section 3.05 of
the Indenture)

      Whenever the Indenture provides for an action by, or the determination of
any of the rights of, or any distribution to, holders of debt securities, in the
absence of any provision to the contrary in the form of debt security, any
amount in respect of any debt security denominated in a currency or currency
unit other than U.S. dollars may be treated for any such action or distribution
as the amount of U.S. dollars that could reasonably be exchanged for such non
U.S. dollar amount. This amount will be calculated as of a date that we specify
to the trustee or, if we fail to specify a date, on a date that the trustee may
determine. (Section 11.11 of the Indenture)

Discharge, Defeasance and Covenant Defeasance

      Discharge of Indenture. The Indenture will cease to be of further effect
with respect to debt securities of any series, except as to rights of
registration of transfer and exchange, substitution of mutilated or defaced debt
securities, rights of holders to receive principal, interest or other amounts
payable under the debt securities, rights and immunities of the trustee and
rights of holders with respect to property deposited pursuant to the following
provisions, if at any time:

      o     the Company has paid the principal, interest or other amounts
            payable under the debt securities of such series;

      o     the Company has delivered to the trustee for cancellation all debt
            securities of such series; or

      o     the debt securities of such series not delivered to the trustee for
            cancellation have become due and payable, or will become due and
            payable within one year, or are to be called for redemption within
            one year under arrangements satisfactory to the trustee, and the
            Company has irrevocably deposited with the trustee as trust funds
            the entire amount in cash or U.S. government obligations sufficient
            to pay all amounts due with respect to such debt securities on or
            after the date of such deposit, including at maturity or upon
            redemption of all such debt securities, including principal,
            interest and other amounts. (Section 10.01 of the Indenture)

      The trustee, on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Company, will execute proper instruments acknowledging such satisfaction of and
discharging the Indenture with respect to such series.

      Defeasance of a Series of Securities at Any Time. We may also discharge
all of our obligations, other than as to transfers and exchanges, under any
series of debt securities at any time, which we refer to as "defeasance".

      We may be released with respect to any outstanding series of debt
securities from the obligations imposed by Article 9 of the Indenture, which
contains the covenant described below limiting consolidations, mergers and asset
sales, and elect not to comply with that provision without creating an event of
default. Discharge under these procedures is called "covenant defeasance".


                                       8
<PAGE>

      Defeasance or covenant defeasance may be effected only if, among other
things:

      o     we irrevocably deposit with the trustee cash or, in the case of debt
            securities payable only in U.S. dollars, U.S. government
            obligations, as trust funds in an amount certified to be sufficient
            to pay on each date that they become due and payable, the principal
            of, interest on, other amounts due under, and any mandatory sinking
            fund payments for, all outstanding debt securities of the series
            being defeased;

      o     we deliver to the trustee an opinion of counsel to the effect that:

            o     the beneficial owners of the series of debt securities being
                  defeased will not recognize income, gain or loss for United
                  States federal income tax purposes as a result of the
                  defeasance or covenant defeasance; and

            o     the defeasance or covenant defeasance will not otherwise alter
                  those beneficial owners' United States federal income tax
                  treatment of principal or interest payments or other amounts
                  due under the series of debt securities being defeased;

            o     in the case of a defeasance, this opinion must be based on a
                  ruling of the Internal Revenue Service or a change in United
                  States federal income tax law occurring after the date of this
                  prospectus, since that result would not occur under current
                  tax law; and

      o     such defeasance or covenant defeasance will not result in a breach
            or violation of, or constitute a default under, the Indenture or any
            other agreement or instrument to which we are a party or by which we
            are bound. (Section 10.01 of the Indenture)

Modification of the Indenture; Waiver of Compliance

      The Indenture contains provisions permitting us and the trustee to modify
the Indenture or the rights of the holders of debt securities with the consent
of the holders of not less than a majority in principal amount of each
outstanding series of debt securities affected by the modification. Each holder
of an affected debt security must consent to a modification that would:

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

      o     reduce the principal amount of, interest on, or any other amounts
            due under any debt security;

      o     change the currency or currency unit of payment of any debt
            security;

      o     change the method in which amounts of payments of principal,
            interest or other amounts are determined on any debt security;

      o     reduce the portion of the principal amount of an Original Issue
            Discount Security payable upon acceleration of the maturity thereof;

      o     reduce any amount payable upon redemption of any debt security;

      o     impair the right of a holder to institute suit for the payment of
            or, if the debt securities provide, any right of repayment at the
            option of the holder of a debt security; or

      o     reduce the percentage of debt securities of any series, the consent
            of the holders of which is required for any modification. (Section
            8.02 of the Indenture)

      The Indenture also permits us and the trustee to amend the Indenture in
certain circumstances without the consent of the holders of debt securities to
evidence our merger, the replacement of the trustee, to effect changes which do
not affect any outstanding series of debt security, and for certain other
purposes. (Section 8.01 of the Indenture)


                                       9
<PAGE>

Consolidations, Mergers and Sales 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
either:

      o     we are the continuing corporation or the successor corporation is a
            United States corporation which expressly assumes the payment of the
            principal of, any interest on, or any other amounts due under the
            debt securities and the performance and observance of all the
            covenants and conditions of the Indenture binding upon us, and

      o     we or the successor corporation shall not, immediately after the
            merger or consolidation, sale or conveyance, be in default in the
            performance of any covenant or condition. (Article 9 of the
            Indenture)

      There are no covenants or other provisions in the Indenture that would
afford holders of debt securities additional protection in the event of a
recapitalization transaction, a change of control of JPMorgan Chase & Co. or a
highly leveraged transaction. The merger covenant described above would only
apply if the recapitalization transaction, change of control or highly leveraged
transaction were structured to include a merger or consolidation of JPMorgan
Chase & Co. or a sale or conveyance of all or substantially all of our assets.
However, we may provide specific protections, such as a put right or
increased interest, for particular debt securities, which we would describe in
the applicable prospectus supplement.

Concerning the Trustee, Paying Agent, Registrar and Transfer Agent

      Our subsidiaries and we have normal banking relationships with the
trustee, Deutsche Bank Trust Company Americas. Deutsche Bank Trust Company
Americas will also be the paying agent, registrar and transfer agent for the
debt securities.

Governing Law and Judgments

      The debt securities will be governed by and interpreted under the laws of
the State of New York. (Section 11.8 of the Indenture) In an action involving
debt securities denominated in a currency other than U.S. dollars, it is likely
that any judgment granted by a U.S. court would be made only in U.S. dollars.
However, a New York court should enter a judgment in the denominated currency.
Such judgment should then be converted into U.S. dollars at the rate of exchange
prevailing on the date of entry of the judgment.


                                       10
<PAGE>

                             DESCRIPTION OF WARRANTS

Offered Warrants

      We may issue warrants that are debt warrants, index warrants, currency
warrants, interest rate warrants or universal warrants. We may offer warrants
separately or together with one or more additional warrants, purchase contracts,
debt securities issued by us, debt obligations or other securities of an entity
affiliated or not affiliated with us, other property or any combination of those
securities in the form of units, as described in the applicable prospectus
supplement. If we issue warrants as part of a unit, the accompanying prospectus
supplement will specify whether those warrants may be separated from the other
securities in the unit prior to the warrants' expiration date. Universal
warrants issued in the United States may not be so separated prior to the 91st
day after the issuance of the unit, unless otherwise specified in the applicable
prospectus supplement.

      Debt Warrants. We may issue, together with debt securities or separately,
warrants for the purchase of debt securities on terms to be determined at the
time of sale. We refer to this type of warrant as a "debt warrant".

      Index Warrants. We may issue warrants entitling the holders thereof to
receive from us, upon exercise, an amount in cash determined by reference to
decreases or increases in the level of a specific index or in the levels (or
relative levels) of two or more indices or combinations of indices, which index
or indices may be based on one or more stocks, bonds or other securities, one or
more interest rates, one or more currencies or currency units, or any
combination of the foregoing. We refer to this type of warrant as an "index
warrant".

      Currency Warrants. We may also issue warrants entitling the holders
thereof to receive from us, upon exercise, an amount in cash determined by
reference to the right to purchase or the right to sell a specified amount or
specified amounts of one or more currencies or currency units or any combination
of the foregoing for a specified amount or specified amounts of one or more
different currencies or currency units or any combination of the foregoing. We
refer to this type of warrant as a "currency warrant".

      Interest Rate Warrants. We may issue warrants entitling the holders
thereof to receive from us, upon exercise, an amount in cash determined by
reference to decreases or increases in the yield or closing price of one or more
specified debt instruments or in the interest rates, interest rate swap rates,
or other rates established from time to time by one or more specified financial
institutions, or any combination of the foregoing. We refer to this type of
warrant as an "interest rate warrant".

      Universal Warrants. We may also issue warrants:

      o     to purchase or sell securities issued by us or another entity,
            securities based on the performance of such entity, securities based
            on the performance of such entity but excluding the performance of a
            particular subsidiary or subsidiaries of such entity, a basket of
            securities, any other financial, economic or other measure or
            instrument, including the occurrence or non-occurrence of any event
            or circumstance, or any combination of the above;

      o     to purchase or sell commodities; or

      o     in such other form as shall be specified in the applicable
            prospectus supplement.

      We refer to the property in the above clauses as "warrant property." We
refer to this type of warrant as a "universal warrant." We may satisfy our
obligations, if any, with respect to any universal warrants by delivering the
warrant property or, in the case of warrants to purchase or sell securities or
commodities, the cash value of the securities or commodities, as described in
the applicable prospectus supplement.

Further Information in Prospectus Supplement

      General Terms of Warrants. The applicable prospectus supplement will
contain, where applicable, the following terms of and other information relating
to the warrants:

      o     the specific designation and aggregate number of, and the price at
            which we will issue, the warrants;

      o     the currency with which the warrants may be purchased;


                                       11
<PAGE>

      o     the date on which the right to exercise the warrants will begin and
            the date on which that right will expire or, if you may not
            continuously exercise the warrants throughout that period, the
            specific date or dates on which you may exercise the warrants;

      o     whether the warrants will be issued in fully registered form or
            bearer form, in definitive or global form or in any combination of
            these forms, although, in any case, the form of a warrant included
            in a unit will correspond to the form of the unit and of any debt
            security included in that unit;

      o     any applicable United States federal income tax consequences;

      o     the identity of the warrant agent for the warrants and of any other
            depositaries, execution or paying agents, transfer agents,
            registrars, determination, or other agents;

      o     the proposed listing, if any, of the warrants or any securities
            purchasable upon exercise of the warrants on any securities
            exchange;

      o     whether the warrants are to be sold separately or with other
            securities or property as part of units; and

      o     any other terms of the warrants.

      Additional Terms of Debt Warrants. The prospectus supplement will contain,
where applicable, the following terms of and other terms and information
relating to any debt warrants:

      o     the designation, aggregate principal amount, currency and terms of
            the debt securities that may be purchased upon exercise of the debt
            warrants;

      o     if applicable, the designation and terms of the debt securities with
            which the debt warrants are issued and the number of the debt
            warrants issued with each of the debt securities;

      o     if applicable, the date on and after which the debt warrants and the
            related debt securities will be separately transferable; and

      o     the principal amount of debt securities purchasable upon exercise of
            each debt warrant, the price at which and the currency in which the
            debt securities may be purchased and the method of exercise.

      Additional Terms of Index, Currency and Interest Rate Warrants. The
applicable prospectus supplement will contain, where applicable, the following
terms of and other terms and information relating to any index, currency and
interest rate warrants:

      o     the exercise price, if any;

      o     the currency or currency unit in which the exercise price, if any,
            and the cash settlement value of such warrants is payable;

      o     the index or indices for any index warrants, which index or indices
            may be based on one or more U.S. or foreign stocks, bonds, or other
            securities, one or more U.S. or foreign interest rates, one
            or more currencies or currency units, or any combination of the
            foregoing, and may be a preexisting U.S. or foreign index or an
            index based on one or more securities, interest rates or currencies
            selected by us solely in connection with the issuance of such index
            warrants, and certain information regarding such index or indices
            and the underlying securities, interest rates or currencies
            (including, to the extent possible, the policies of the publisher of
            the index with respect to additions, deletions and substitutions of
            such securities, interest rates or currencies);

      o     for index warrants, the method of providing for a substitute index
            or indices or otherwise determining the amount payable in connection
            with the exercise of such index warrants if the index changes or
            ceases to be made available by the publisher of the index;

      o     for index warrants, any provisions permitting a holder to condition
            any exercise notice on the absence of certain specified changes in
            the Spot Value or the Base Value or Spot Amount (as defined in the
            applicable prospectus supplement) after the exercise date;

      o     the base currency and the reference currency for any currency
            warrants;


                                       12
<PAGE>

      o     the debt instrument (which may be one or more debt instruments
            issued either by the United States government or by a foreign
            government), the rate (which may be one or more interest rates or
            interest rate swap rates established from time to time by one or
            more specified financial institutions) or the other yield or price
            utilized for any interest rate warrants, and certain information
            regarding such debt instrument, rate, yield or price;

      o     the strike amount, the method of determining the spot amount and the
            method of expressing movements in the yield or closing price of the
            debt instrument or in the level of the rate as a cash amount in the
            currency in which the interest rate cash settlement value of any
            interest rate warrants is payable;

      o     whether such warrants shall be put warrants, call warrants or
            otherwise;

      o     the formula for determining the cash settlement value of each
            warrant;

      o     the circumstances, if any, under which a minimum and/or maximum
            expiration value is applicable upon the expiration of such warrants;

      o     the effect or effects, if any, of the occurrence of an Exercise
            Limitation Event or Extraordinary Event (as defined in the
            applicable prospectus supplement) and the circumstances that
            constitute such events;

      o     any minimum number of warrants which must be exercised at any one
            time, other than upon automatic exercise;

      o     the maximum number, if any, of such warrants that may, subject to
            our election, be exercised by all holders on any day;

      o     any provisions for the automatic exercise of such warrants other
            than at expiration;

      o     whether and under what circumstances such warrants may be canceled
            by us prior to the expiration date; and

      o     any other procedures and conditions relating to the exercise of such
            warrants.

      Additional Terms of Universal Warrants. The applicable prospectus
supplement will contain, where applicable, the following terms of and other
terms and information relating to any universal warrants:

      o     whether the universal warrants are put warrants or call warrants and
            whether you or we will be entitled to exercise the warrants;

      o     the specific warrant property, and the amount or the method for
            determining the amount of the warrant property, that may be
            purchased or sold upon exercise of each universal warrant;

      o     the price at which and the currency with which the underlying
            securities or commodities may be purchased or sold upon the exercise
            of each universal warrant, or the method of determining that price;

      o     whether the exercise price may be paid in cash, by the exchange of
            any other security offered with the universal warrants or both and
            the method of exercising the universal warrants; and

      o     whether the exercise of the universal warrants is to be settled in
            cash or by delivery of the underlying securities or commodities or
            both.

Significant Provisions of the Warrant Agreements

      We will issue the warrants under one or more warrant agreements to be
entered into between us and a bank or trust company, as warrant agent, in one or
more series, which will be described in the prospectus supplement for the
warrants. The forms of warrant agreements are filed as exhibits to the
registration statement. The following summaries of significant provisions of the
warrant agreements and the warrants are not intended to be comprehensive and
holders of warrants should review the detailed provisions of the relevant
warrant agreement for a full description and for other information regarding the
warrants.


                                       13
<PAGE>

      Modifications without Consent of Warrantholders. We and the warrant agent
may amend the terms of the warrants and the warrant certificates without the
consent of the holders to:

      o     cure any ambiguity,

      o     cure, correct or supplement any defective or inconsistent provision,
            or

      o     amend the terms in any other manner which we may deem necessary or
            desirable and which will not adversely affect the interests of the
            affected holders in any material respect.

      Modifications with Consent of Warrantholders. We and the warrant agent,
with the consent of the holders of not less than a majority in number of the
then outstanding unexercised warrants affected, may modify or amend the warrant
agreement. However, we and the warrant agent may not, without the consent of
each affected warrantholder:

      o     change the exercise price of the warrants;

      o     reduce the amount receivable upon exercise, cancellation or
            expiration of the warrants other than in accordance with the
            antidilution provisions or other similar adjustment provisions
            included in the terms of the warrants;

      o     shorten the period of time during which the warrants may be
            exercised;

      o     materially and adversely affect the rights of the owners of the
            warrants; or

      o     reduce the percentage of outstanding warrants the consent of whose
            owners is required for the modification of the applicable warrant
            agreement.

      Merger, Consolidation, Sale or Other Disposition. If at any time there
will be a merger or consolidation by us or a transfer of substantially all of
our assets, the successor corporation will succeed to and assume all of our
obligations under each warrant agreement and the warrant certificates. We will
then be relieved of any further obligation under each of those warrant
agreements and the warrants issued under those warrant agreements. See
"Description of Debt Securities--Consolidations, Mergers and Sales of Assets."

      Enforceability of Rights of Warrantholders. The warrant agents will act
solely as our agents in connection with the warrant certificates and will not
assume any obligation or relationship of agency or trust for or with any holders
of warrant certificates or beneficial owners of warrants. Any holder of warrant
certificates and any beneficial owner of warrants may, without the consent of
any other person, enforce by appropriate legal action, on its own behalf, its
right to exercise the warrants evidenced by the warrant certificates in the
manner provided for in that series of warrants or pursuant to the applicable
warrant agreement. No holder of any warrant certificate or beneficial owner of
any warrants will be entitled to any of the rights of a holder of the debt
securities or any other warrant property that may be purchased upon exercise of
the warrants, including, without limitation, the right to receive the payments
on those debt securities or other warrant property or to enforce any of the
covenants or rights in the relevant indenture or any other similar agreement.

      Registration and Transfer of Warrants. Subject to the terms of the
applicable warrant agreement, warrants in definitive form may be presented for
exchange and for registration of transfer, at the corporate trust office of the
warrant agent for that series of warrants, or at any other office indicated in
the prospectus supplement relating to that series of warrants, without service
charge. However, the holder will be required to pay any taxes and other
governmental charges as described in the warrant agreement. The transfer or
exchange will be effected only if the warrant agent for the series of warrants
is satisfied with the documents of title and identity of the person making the
request.

      New York Law to Govern. The warrants and each warrant agreement will be
governed by, and construed in accordance with, the laws of the State of New
York.


                                       14
<PAGE>

                              DESCRIPTION OF UNITS

General

      Units will consist of any combination of warrants, purchase contracts,
debt securities issued by us, debt obligations or other securities of an entity
affiliated or not affiliated with us or any other property. The applicable
prospectus supplement will also describe:

      o     the designation and the terms of the units and of any combination of
            warrants, purchase contracts, debt securities issued by us, debt
            obligations or other securities of an entity affiliated or not
            affiliated with us or other property constituting the units,
            including whether and under what circumstances the warrants,
            purchase contracts, debt securities issued by us, debt obligations
            or other securities of an entity affiliated or not affiliated with
            us or other property may be traded separately or as other kinds of
            units and, if purchase contracts are included in the units, whether
            holders of the units will be required to pledge any items to secure
            performance under the purchase contracts, as described in
            "--Description of Purchase Contracts--Purchase Contracts Issued as
            Part of Units--Pledge by Purchase Contract Holders to Secure
            Performance" below;

      o     any additional terms of the applicable unit agreement;

      o     any additional provisions for the issuance, payment, settlement,
            transfer or exchange of the units or of the warrants, purchase
            contracts, debt securities issued by us, debt obligations or other
            securities of an entity affiliated or not affiliated with us or
            other property constituting the units; and

      o     any applicable United States federal income tax consequences.

      The terms and conditions described under "--Description of Debt
Securities," "--Description of Warrants," "--Description of Purchase Contracts,"
and those described below under "--Significant Provisions of the Unit Agreement"
will apply to each unit and to any warrants, purchase contracts, debt securities
issued by us, debt obligations or other securities of an entity affiliated or
not affiliated with us or other property included in each unit, respectively,
unless otherwise specified in the applicable prospectus supplement.

      We will issue the units under one or more unit agreements, each referred
to as a unit agreement, to be entered into between us and a bank or trust
company, as unit agent. We may issue units in one or more series, which will be
described in the applicable prospectus supplement.

Significant Provisions of the Unit Agreement

      Remedies. The unit agent will act solely as our agent in connection with
the units governed by the unit agreement and will not assume any obligation or
relationship of agency or trust for or with any holders of units or interests in
those units. Any holder of units or interests in those units may, without the
consent of the unit agent or any other holder or beneficial owner of units,
enforce by appropriate legal action, on its own behalf, its rights under the
unit agreement. However, the holders of units or interests in those units may
only enforce their rights under the debt securities or warrants issued as parts
of those units in accordance with the terms of the Indenture and the applicable
warrant agreement.

      Obligations of Unit Holder. Under the terms of the unit agreement, each
owner of a unit:

      o     consents to and agrees to be bound by the terms of the unit
            agreement;

      o     appoints the unit agent as its authorized agent to execute, deliver
            and perform any purchase contract included in the unit in which that
            owner has an interest and to otherwise deal with that owner's
            property included in the unit; and

      o     irrevocably agrees to be a party to and be bound by the terms of any
            purchase contract included in the unit in which that owner has an
            interest.

      Assumption of Obligations by Transferee. Upon the registration of transfer
of a unit, the transferee will assume the obligations, if any, of the transferor
under any purchase contract included in the unit and under any other security
constituting that unit, and the transferor will be released from those
obligations. Under the unit


                                       15
<PAGE>

agreement, we consent to the transfer of these obligations to the transferee, to
the assumption of these obligations by the transferee and to the release of the
transferor, if the transfer is made in accordance with the provisions of the
unit agreement.

      Limitation on Actions by You as an Individual Holder. No owner of any unit
will have any right under the unit agreement to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise regarding the unit
agreement, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official, unless the owner will have given written notice to
the unit agent and to us of the occurrence and continuance of a default
thereunder and:

      o     in the case of an event of default under any debt securities
            included in the units or the relevant indenture, unless the
            procedures, including notice to us and the trustee, described in
            such indenture have been complied with; and

      o     in the case of a failure by us to observe or perform any of our
            obligations under the unit agreement relating to any purchase
            contracts, unless:

            o     owners of not less than 25% of the affected purchase contracts
                  have (a) requested the unit agent to institute that action or
                  proceeding in its own name as unit agent under the unit
                  agreement and (b) offered the unit agent reasonable indemnity;

            o     the unit agent has failed to institute that action or
                  proceeding within 60 days of that request by the owners
                  referred to above; and

            o     the owners of a majority of the outstanding affected units
                  have not given directions to the unit agent inconsistent with
                  those of the owners referred to above.

If these conditions have been satisfied, any owner of an affected unit may then,
but only then, institute an action or proceeding. Notwithstanding the above, the
owner of any unit or purchase contract will have the unconditional right to
purchase or sell, as the case may be, purchase contract property under the
purchase contract and to institute suit for the enforcement of that right and to
exercise such rights with respect to that owner's property included in the unit
as are specified in the prospectus supplement. Purchase contract property is
defined under "--Description of Purchase Contracts" below.

      Modification Without Consent of Holders. We and the unit agent may amend
or supplement the unit agreement and the terms of the purchase contracts and the
purchase contract certificates without the consent of the holders to:

      o     evidence the assumption by a successor of our covenants;

      o     evidence the acceptance of appointment by a successor agent or
            collateral agent;

      o     add covenants for the protection of the holders of the units;

      o     comply with the Securities Act of 1933, as amended, the Securities
            Exchange Act of 1934 or the Investment Company Act of 1940, as
            amended, or any other relevant laws;

      o     cure any ambiguity; to correct or supplement any defective or
            inconsistent provision; or

      o     amend the terms in any other manner which we may deem necessary or
            desirable and which will not adversely affect the interests of the
            affected holders of units in any material respect.

      Modification with Consent of Holders. We and the unit agent, with the
consent of the holders of not less than a majority of all series of outstanding
units affected may modify or amend the rights of the holders of the units of
each series so affected or the terms of any purchase contracts included in any
of those series of units and the terms of the unit agreement relating to the
purchase contracts of each series so affected. However, we and the unit agent
may not make the following first three modifications without the consent of the
holder of each outstanding purchase contract included in units and may not make
the following last two modifications without the consent of the holder of each
outstanding unit affected by the modification that:

      o     impair the right to institute suit for the enforcement of any
            purchase contract;


                                       16
<PAGE>

      o     materially and adversely affect the holders' rights and obligations
            under any purchase contract;

      o     reduce the percentage of purchase contracts constituting part of
            outstanding units the consent of whose owners is required for the
            modification of the provisions of the unit agreement relating to
            those purchase contracts or for the waiver of any defaults under the
            unit agreement relating to those purchase contracts;

      o     materially and adversely affect the holders' units or the terms of
            the unit agreement (other than terms related to the first three
            clauses above); or

      o     reduce the percentage of outstanding units the consent of whose
            owners is required to consent to a modification or amendment of the
            unit agreement (other than the terms related to the first three
            clauses above).

      Modifications of any debt securities issued pursuant to an indenture
included in units may only be made in accordance with the applicable indenture,
as described under "--Description of Debt Securities--Modification of the
Indenture; Waiver of Compliance." Modifications of any warrants included in
units may only be made in accordance with the terms of the applicable warrant
agreement as described under "--Description of Warrants--Significant Provisions
of the Warrant Agreement."

      Merger, Consolidation, Sale or Conveyance. The unit agreement provides
that we will not merge or consolidate with any other person and will not sell or
convey all or substantially all of our assets to any person unless:

      o     we will be the continuing corporation; or

      o     the successor corporation or person that acquires all or
            substantially all of our assets:

            o     will be a corporation organized under the laws of the United
                  States, a state of the United States or the District of
                  Columbia; and

            o     will expressly assume all of our obligations under the unit
                  agreement; and

            o     immediately after the merger, consolidation, sale or
                  conveyance, we, that person or that successor corporation will
                  not be in default in the performance of the covenants and
                  conditions of the unit agreement applicable to us.

      Replacement of Unit Certificates. We will replace any mutilated
certificate evidencing a definitive unit at the expense of the holder upon
surrender of that certificate to the unit agent. We will replace certificates
that have been destroyed, lost or stolen at the expense of the holder upon
delivery to us and the unit agent of evidence satisfactory to us and the unit
agent of the destruction, loss or theft of the certificates. In the case of a
destroyed, lost or stolen certificate, an indemnity satisfactory to the unit
agent and to us may be required at the expense of the holder of the units
evidenced by that certificate before a replacement will be issued.

      Title. We, the unit agent, the trustee, the warrant agent and any of their
agents will treat the registered owner of any unit as its owner, notwithstanding
any notice to the contrary, for all purposes.

      New York Law to Govern. The unit agreement and the units will be governed
by, and construed in accordance with, the laws of the State of New York.


                                       17
<PAGE>

                        DESCRIPTION OF PURCHASE CONTRACTS

      We may issue purchase contracts, including purchase contracts issued as
part of a unit with one or more warrants, debt securities issued by us, debt
obligations or other securities of an entity affiliated or not affiliated with
us or other property, for the purchase or sale of, or settlement in cash based
on the value of:

      o     securities issued by us or by an entity affiliated or not affiliated
            with us, a basket of those securities, an index or indices of those
            securities or any combination of the above;

      o     currencies;

      o     commodities; or

      o     other property.

      We refer to this property in the above clauses as "purchase contract
property."

      Each purchase contract will obligate the holder to purchase or sell, and
obligate us to sell or purchase, on specified dates, the purchase contract
property at a specified price or prices, or cash in lieu of such purchase
contract property, all as described in the applicable prospectus supplement. The
applicable prospectus supplement will also specify the methods by which the
holders may purchase or sell the purchase contract property and any
acceleration, cancellation or termination provisions or other provisions
relating to the settlement of a purchase contract.

Purchase Contracts Issued as Part of Units

      Purchase contracts issued as part of a unit will be governed by the terms
and provisions of a unit agreement. See "--Description of Units--Significant
Provisions of the Unit Agreement." The applicable prospectus supplement will
specify the following:

      o     whether the purchase contract obligates the holder to purchase or
            sell the purchase contract property;

      o     whether and when a purchase contract issued as part of a unit may be
            separated from the other securities constituting part of that unit
            prior to the purchase contract's settlement date;

      o     the methods by which the holders may purchase or sell the purchase
            contract property;

      o     any acceleration, cancellation or termination provisions or other
            provisions relating to the settlement of a purchase contract;

      o     whether the purchase contracts will be issued in fully registered or
            bearer form, in definitive or global form or in any combination of
            these forms, although, in any case, the form of a purchase contract
            included in a unit will correspond to the form of the unit and of
            any debt security, warrant or other security included in that unit;
            and

      o     any applicable United States federal income tax consequences.

      Settlement of Purchase Contracts. Where purchase contracts issued together
with debt securities or debt obligations as part of a unit require the holders
to buy purchase contract property, the unit agent may apply principal payments
from the debt securities or debt obligations in satisfaction of the holders
obligations under the related purchase contract as specified in the prospectus
supplement. The unit agent will not so apply the principal payments if the
holder has delivered cash to meet its obligations under the purchase contract.
To settle the purchase contract and receive the purchase contract property, the
holder must present and surrender the unit certificates at the office of the
unit agent. If a holder settles its obligations under a purchase contract that
is part of a unit in cash rather than by delivering the debt security or debt
obligation that is part of the unit, that debt security or debt obligation will
remain outstanding, if the maturity extends beyond the relevant settlement date
and, as more fully described in the applicable prospectus supplement, the holder
will receive that debt security or debt obligation or an interest in the
relevant global debt security.

      Pledge by Purchase Contract Holders to Secure Performance. To secure the
obligations of the purchase contract holders contained in the unit agreement and
in the purchase contracts, the holders, acting through the unit


                                       18
<PAGE>

agent, as their attorney-in-fact, will assign and pledge the items in the
following sentence, which we refer to as the "pledge," to JPMorgan Chase Bank,
National Association, in its capacity as collateral agent, for our benefit.
Except as otherwise described in the applicable prospectus supplement, the
pledge is a security interest in, and a lien upon and right of set-off against,
all of the holders' right, title and interest in and to:

      o     all or any portion of the debt securities, debt obligations or other
            securities that are, or become, part of units that include the
            purchase contracts, or other property as may be specified in the
            applicable prospectus supplement, which we refer to as the "pledged
            items";

      o     all additions to and substitutions for the pledged items as may be
            permissible, if so specified in the applicable prospectus
            supplement;

      o     all income, proceeds and collections received or to be received, or
            derived or to be derived, at any time from or in connection with the
            pledged items described in the two clauses above; and

      o     all powers and rights owned or thereafter acquired under or with
            respect to the pledged items.

      The pledge constitutes collateral security for the performance when due by
each holder of its obligations under the unit agreement and the applicable
purchase contract. Except as otherwise described in the applicable prospectus
supplement, the collateral agent will forward all payments from the pledged
items to us, unless the payments have been released from the pledge in
accordance with the unit agreement. If the terms of the unit so provide, we will
use the payments received from the pledged items to satisfy the obligations of
the holder of the unit under the related purchase contract.

      Property Held in Trust by Unit Agent. If a holder fails to settle its
obligations under a purchase contract that is part of a unit and fails to
present and surrender its unit certificate to the unit agent when required, that
holder will not receive the purchase contract property. Instead, the unit agent
will hold that holder's purchase contract property, together with any
distributions, as the registered owner in trust for the benefit of the holder
until the holder presents and surrenders the certificate or provides
satisfactory evidence that the certificate has been destroyed, lost or stolen.
The unit agent or JPMorgan Chase may require an indemnity from the holder for
liabilities related to any destroyed, lost or stolen certificate. If the holder
does not present the unit certificate, or provide the necessary evidence of
destruction or loss and indemnity, on or before the second anniversary of the
settlement date of the related purchase contract, the unit agent will pay to us
the amounts it received in trust for that holder. Thereafter, the holder may
recover those amounts only from us and not the unit agent. The unit agent will
have no obligation to invest or to pay interest on any amounts it holds in trust
pending distribution.


                                       19
<PAGE>

                               FORMS OF SECURITIES

      Each debt security, warrant, purchase contract and unit will be
represented either by a certificate issued in definitive form to a particular
investor or by one or more global securities representing the entire issuance of
securities. Both certificated securities in definitive form and global
securities may be issued either (1) in registered form, where our obligation
runs to the holder of the security named on the face of the security or, if a
registry is kept, the registered owner of the note in the registry, or (2)
subject to the limitations explained below under "--Limitations on Issuance of
Bearer Securities and Bearer Debt Warrants," in bearer form, where our
obligation runs to the bearer of the security. Definitive securities name you or
your nominee as the owner of the security (other than definitive bearer
securities, which the holder thereof will be the owner), and in order to
transfer or exchange these securities or to receive payments other than interest
or other interim payments, you or your nominee must physically deliver the
securities to the trustee, registrar, paying agent or other agent, as
applicable. Registered global securities name a depositary or its nominee as the
owner of the debt securities, warrants, purchase contracts or units represented
by these global securities (other than global bearer securities, which the
holder thereof will be the owner). The depositary maintains a computerized
system that will reflect each investor's beneficial ownership of the securities
through an account maintained by the investor with its broker/dealer, bank,
trust company or other representative, as we explain more fully below.

Global Securities

      Registered Global Securities. We may issue registered debt securities,
warrants, purchase contracts and units in the form of one or more fully
registered global securities that will be deposited with a depositary or its
nominee identified in the applicable prospectus supplement and registered in the
name of that depositary or nominee. In those cases, one or more registered
global securities will be issued in a denomination or aggregate denominations
equal to the portion of the aggregate principal or face amount of the securities
to be represented by registered global securities. Unless and until it is
exchanged in whole for securities in definitive registered form, a registered
global security may not be transferred except as a whole by and among the
depositary for the registered global security, the nominees of the depositary or
any successors of the depositary or those nominees.

      If not described below, any specific terms of the depositary arrangement
with respect to any securities to be represented by a registered global security
will be described in the prospectus supplement relating to those securities. We
anticipate that the following provisions will apply to all depositary
arrangements.

      Ownership of beneficial interests in a registered global security will be
limited to persons, called participants, that have accounts with the depositary
or persons that may hold interests through participants. Upon the issuance of a
registered global security, the depositary will credit, on its book entry
registration and transfer system, the participants' accounts with the respective
principal or face amounts of the securities beneficially owned by the
participants. Any dealers, underwriters or agents participating in the
distribution of the securities will designate the accounts to be credited.
Ownership of beneficial interests in a registered global security will be shown
on, and the transfer of ownership interests will be effected only through,
records maintained by the depositary, with respect to interests of participants,
and on the records of participants, with respect to interests of persons holding
through participants. The laws of some states may require that some purchasers
of securities take physical delivery of these securities in definitive form.
These laws may impair your ability to own, transfer or pledge beneficial
interests in registered global securities.

      So long as the depositary, or its nominee, is the registered owner of a
registered global security, that depositary or its nominee, as the case may be,
will be considered the sole owner and holder of the securities represented by
the registered global security for all purposes under the applicable indenture,
warrant agreement, purchase contract or unit agreement. Except as described
below, owners of beneficial interests in a registered global security will not
be entitled to have the securities represented by the registered global security
registered in their names, will not receive or be entitled to receive physical
delivery of the securities in definitive form and will not be considered the
owners or holders of the securities under the applicable indenture, warrant
agreement, purchase contract or unit agreement. Accordingly, each person owning
a beneficial interest in a registered global security must rely on the
procedures of the depositary for that registered global security and, if that
person is not a participant, on the procedures of the participant through which
the person owns its interest, to exercise any rights of a holder under the
applicable indenture, warrant agreement, purchase contract or unit agreement. We
understand


                                       20
<PAGE>

that under existing industry practices, if we request any action of holders or
if an owner of a beneficial interest in a registered global security desires to
give or take any action that a holder is entitled to give or take under the
applicable indenture, warrant agreement, purchase contract or unit agreement,
the depositary for the registered global security would authorize the
participants holding the relevant beneficial interests to give or take that
action, and the participants would authorize beneficial owners owning through
them to give or take that action or would otherwise act upon the instructions of
beneficial owners holding through them.

      Principal, interest payments on debt securities, other amounts due under
debt securities and any payments to holders with respect to warrants, purchase
contract or units, represented by a registered global security registered in the
name of a depositary or its nominee will be made to the depositary or its
nominee, as the case may be, as the registered owner of the registered global
security. None of us, the trustees, the warrant agents, the unit agents or any
of our other agents, agent of the trustees or agent of the warrant agents or
unit agents will have any responsibility or liability for any aspect of the
records relating to payments made on account of beneficial ownership interests
in the registered global security or for maintaining, supervising or reviewing
any records relating to those beneficial ownership interests.

      We expect that the depositary for any of the securities represented by a
registered global security, upon receipt of any payment of principal, interest,
other amounts or other distribution of underlying securities or other property
to holders on that registered global security, will immediately credit
participants' accounts in amounts proportionate to their respective beneficial
interests in that registered global security as shown on the records of the
depositary. We also expect that payments by participants to owners of beneficial
interests in a registered global security held through participants will be
governed by standing customer instructions and customary practices, as is now
the case with the securities held for the accounts of customers registered in
"street name," and will be the responsibility of those participants.

      If the depositary for any of these securities represented by a registered
global security is at any time unwilling or unable to continue as depositary or
ceases to be a clearing agency registered under the Securities Exchange Act of
1934, and a successor depositary registered as a clearing agency under the
Securities Exchange Act of 1934 is not appointed by us within 90 days, we will
issue securities in definitive form in exchange for the registered global
security that had been held by the depositary. In addition, the indenture
permits us at any time and in our sole discretion to decide not to have any of
the securities represented by one or more registered global securities. However,
The Depository Trust Company, New York, New York has advised us that, under its
current practices, it would notify its participants of our request, but will
only withdraw beneficial interests from the global securities at the request of
each DTC participant. We will issue securities in definitive form in exchange
for the registered global security or all the securities representing those
securities. Any securities issued in definitive form in exchange for a
registered global security will be registered in the name or names that the
depositary gives to the relevant trustee, warrant agent, unit agent or other
relevant agent of ours or theirs. It is expected that the depositary's
instructions will be based upon directions received by the depositary from
participants with respect to ownership of beneficial interests in the registered
global security that had been held by the depositary.

      Bearer Global Securities. The securities may also be issued in the form of
one or more bearer global securities that will be deposited with a common
depositary for the Euroclear System and Clearstream Banking, societe anonyme or
with a nominee for the depositary identified in the prospectus supplement
relating to those securities. The specific terms and procedures, including the
specific terms of the depositary arrangement, with respect to any securities to
be represented by a bearer global security will be described in the prospectus
supplement relating to those securities.

Limitations on Issuance of Bearer Securities and Bearer Debt Warrants

      In compliance with United States federal income tax laws and regulations,
bearer securities, including bearer securities in global form, and bearer debt
warrants will not be offered, sold, resold or delivered, directly or indirectly,
in the United States or its possessions or to United States persons, as defined
below, except as otherwise permitted by United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D). Any underwriters, agents or dealers participating
in the offerings of bearer securities or bearer debt warrants, directly or
indirectly, must agree that:

      o     they will not, in connection with the original issuance of any
            bearer securities or during the restricted period, as defined in
            United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)
            which we refer to


                                       21
<PAGE>

            as the "restricted period," offer, sell, resell or deliver, directly
            or indirectly, any bearer securities in the United States or its
            possessions or to United States persons, other than as permitted by
            the applicable Treasury Regulations described above, and

      o     they will not, at any time, offer, sell, resell or deliver, directly
            or indirectly, any bearer debt warrants in the United States or its
            possessions or to United States persons, other than as permitted by
            the applicable Treasury Regulations described above.

      In addition, any underwriters, agents or dealers must have procedures
reasonably designed to ensure that their employees or agents who are directly
engaged in selling bearer securities or bearer debt warrants are aware of the
above restrictions on the offering, sale, resale or delivery of bearer
securities or bearer debt warrants.

      Bearer securities, other than temporary global debt securities and bearer
securities that satisfy the requirements of United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(3)(iii) and any coupons appertaining thereto will
not be delivered in permanent global form or definitive bearer form, and no
interest will be paid thereon, unless we have received a signed certificate in
writing, or an electronic certificate described in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(3)(ii), stating that on the date of that
certificate the relevant interest in the bearer security:

      o     is owned by a person that is not a United States person;

      o     is owned by a United States person that (a) is a foreign branch of a
            United States financial institution, as defined in applicable United
            States Treasury Regulations, which we refer to as a "financial
            institution," purchasing for its own account or for resale, or (b)
            is acquiring the bearer security through a foreign branch of a
            United States financial institution and who holds the bearer
            security through that financial institution through that date, and
            in either case (a) or (b) above, each of those United States
            financial institutions agrees, on its own behalf or through its
            agent, that it will comply with the requirements of Section
            165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and
            the Treasury Regulations thereunder; or

      o     is owned by a United States or foreign financial institution for the
            purposes of resale during the restricted period and, whether or not
            also described in the first or second clause above, the financial
            institution certifies that it has not acquired the bearer security
            for purposes of resale directly or indirectly to a United States
            person or to a person within the United States or its possessions.

      We will not issue bearer debt warrants in definitive form.

      We will make payments on bearer securities and bearer debt warrants only
outside the United States and its possessions except as permitted by the above
Treasury Regulations.

      Bearer securities, other than temporary global securities, and any coupons
or talons issued with bearer securities will bear the following legend: "Any
United States person who holds this obligation will be subject to limitations
under the United States income tax laws, including the limitations provided in
sections 165(j) and 1287(a) of the Internal Revenue Code." The sections referred
to in this legend provide

that, with exceptions, a United States person will not be permitted to deduct
any loss, and will not be eligible for capital gain treatment with respect to
any gain realized on the sale, exchange or redemption of that bearer security or
coupon.

      As used in this section, the term bearer securities includes bearer
securities that are part of units and the term bearer debt warrants includes
bearer debt warrants that are part of units. As used herein, the term "United
States person" means a citizen or resident of the United States for United
States federal income tax purposes, a corporation or partnership, including an
entity treated as a corporation or partnership for United States federal income
tax purposes, created or organized in or under the laws of the United States, or
any state of the United States or the District of Columbia, or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source. As used herein, "United States" means the United
States of America (including the states thereof and the District of Columbia)
and "its possessions" include Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands.

Form of Securities Included in Units

      The form of any warrant included in a unit will correspond to the form of
the unit and of any other security included in that unit.


                                       22
<PAGE>

                              PLAN OF DISTRIBUTION

      We may sell the debt securities, warrants, units or purchase contracts:

      o     through agents;

      o     through underwriters;

      o     through dealers; and

      o     directly to purchasers, any of whom may be customers of, engage in
            transactions with, or perform services for, the Company in the
            ordinary course of business.

      If we offer and sell securities through an agent, that agent will be
named, and any commissions payable to that agent by us, will be set forth in the
prospectus supplement. Any agent will be acting on a best efforts basis for the
period of its appointment which will usually be five business days or less. An
agent may be deemed to be an underwriter under the federal securities laws.

      If underwriters are used in the sale of the securities, we will sign an
underwriting agreement with them. The underwriting agreement will provide that
the obligations of the underwriters are subject to certain conditions and that
the underwriters will be obligated to purchase all of the securities if any are
purchased. Underwriters will buy the securities for their own account and may
resell them from time to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying prices determined at
the time of sale. Securities may be offered to the public either through
underwriting syndicates represented by managing underwriters, or directly by the
managing underwriters. The name of the managing underwriter or underwriters, as
well as any other underwriters, and the terms of the transaction, including
compensation of the underwriters and dealers, if any, will be set forth in the
prospectus supplement. The underwriters named in the prospectus supplement will
be the only underwriters for the securities offered by that prospectus
supplement.

      If a dealer is utilized in the sale of securities, we will sell those
securities to the dealer, as principal. The dealer may resell those securities
to the public at varying prices to be determined by the dealer at the time of
resale. A dealer may be deemed to be an underwriter of those securities under
the securities laws. The name of the dealer and the terms of the transaction
will be set forth in the prospectus supplement.

      Our net proceeds will be the purchase price in the case of sales to a
dealer, the public offering price less discount in the case of sales to an
underwriter or the purchase price less commission in the case of sales through
an agent -- in each case, less other expenses attributable to issuance and
distribution.

      In order to facilitate the offering of these securities, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of these securities or any other securities the prices of which may be
used to determine payments on these securities. Specifically, the underwriters
may sell more securities than they are obligated to purchase in connection with
the offering, creating a short position for their own accounts. A short sale is
covered if the short position is no greater than the number or amount of
securities available for purchase by the underwriters under any overallotment
option. The underwriters can close out a covered short sale by exercising the
overallotment option or purchasing these securities in the open market. In
determining the source of securities to close out a covered short sale, the
underwriters will consider, among other things, the open market price of these
securities compared to the price available under the overallotment option. The
underwriters may also sell these securities or any other securities in excess of
the overallotment option, creating a naked short position. The underwriters must
close out any naked short position by purchasing securities in the open market.
A naked short position is more likely to be created if the underwriters are
concerned that there may be downward pressure on the price of these securities
in the open market after pricing that could adversely affect investors who
purchase in the offering. As an additional means of facilitating the offering,
the underwriters may bid for, and purchase, these securities or any other
securities in the open market to stabilize the price of these securities or of
any other securities. Finally, in any offering of the securities through a
syndicate of underwriters, the underwriting syndicate may also reclaim selling
concessions allowed to an underwriter or a dealer for distributing these
securities in the offering, if the syndicate repurchases previously distributed
securities to cover syndicate short positions or to stabilize the price of these
securities. Any of these activities may raise or maintain the market price of
these securities above independent market levels or prevent or retard a decline
in the market price of these securities. The underwriters are not required to
engage in these activities, and may end any of these activities at any time.


                                       23
<PAGE>

      We may agree to indemnify agents, underwriters, or dealers against certain
liabilities, including liabilities under the securities laws, or to contribute
to payments that agents, underwriters, or dealers may be required to make.
Agents, underwriters and dealers may be customers of, engage in transactions
with or perform services for us in the ordinary course of business.

      We may directly solicit offers to purchase securities, and we may sell
securities directly to institutional investors or others, who may be deemed to
be underwriters within the meaning of the securities laws. The terms of any such
sales will be described in the prospectus supplement.

      We may enter into derivative or other hedging transactions with financial
institutions. These financial institutions may in turn engage in sales of
securities to hedge their position, deliver this prospectus in connection with
some or all of those sales and use the securities covered by this prospectus to
close out any loan of securities or short position created in connection with
those sales. We may also sell securities short using this prospectus and deliver
securities covered by this prospectus to close out any loan of securities or
such short positions, or loan or pledge securities to financial institutions
that in turn may sell the securities using this prospectus. We may pledge or
grant a security interest in some or all of the securities covered by this
prospectus to support a derivative or hedging position or other obligation and,
if we default in the performance of our obligations, the pledgees or secured
parties may offer and sell the securities from time to time pursuant to this
prospectus.

      We may loan or pledge securities to a financial institution or other third
party that in turn may sell the securities using this prospectus. Such financial
institution or third party may transfer its short position to investors in our
securities or in connection with a simultaneous offering of other securities
offered by this prospectus.

      If so indicated in the applicable prospectus supplement, one or more
firms, including J.P. Morgan Securities Inc., which we refer to as "remarketing
firms," may also offer or sell the securities in connection with a remarketing
arrangement upon their purchase. Remarketing firms may act as principals for
their own accounts or as agents for us. These remarketing firms will offer or
sell the securities in accordance with a redemption or repayment pursuant to the
terms of the securities. The prospectus supplement will identify any remarketing
firm and the terms of its agreement, if any, with us and will describe the
remarketing firm's compensation. Remarketing firms may be deemed to be
underwriters in connection with the securities they remarket. Remarketing firms
may be entitled under agreements that may be entered into with us to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act of 1933, as amended, and may be customers of, engage in
transactions with or perform services for us in the ordinary course of business.

      We may authorize agents, underwriters, and dealers to solicit offers by
certain institutions to purchase the securities from us at the public offering
price stated in the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future and on
terms described in the prospectus supplement. These contracts will be subject to
only those conditions described in the prospectus supplement, and the prospectus
supplement will state the commission payable for solicitation of these offers.
Institutions with whom delayed delivery contracts may be made include commercial
and savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions, and other institutions but shall in all
cases be institutions which we have approved.

      These contracts will be subject only to the conditions that:

      o     the underwriters purchase the securities at the time of the
            contract; and

      o     the purchase is not prohibited under the laws of any jurisdiction in
            the United States to which the purchase is subject.

      We will pay a commission, as indicated in the prospectus supplement, to
agents and dealers soliciting purchases of securities pursuant to delayed
delivery contracts that we have accepted.

      This prospectus and related prospectus supplement may be used by direct or
indirect wholly owned subsidiaries of ours in connection with offers and sales
related to secondary market transactions in the securities. 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.


                                       24
<PAGE>

      The offer and sale of the securities by an affiliate of ours will comply
with the requirements of Rule 2720 of the Rules of Conduct of the National
Association of Securities Dealers, Inc., which is commonly referred to as the
NASD, regarding the distribution of securities of an affiliate. Following the
initial distribution of any of the securities, our affiliates may offer and sell
these securities in the course of their business as broker dealers. Our
affiliates may act as principals or agents in these transactions and may make
any sales at varying prices related to prevailing market prices at the time of
sale or otherwise. None of our affiliates is obligated to make a market in any
of these securities and may discontinue any market making activities at any time
without notice.

      As required by the NASD, (a) post-effective amendments or prospectus
supplements disclosing the actual price and selling terms will be submitted to
the NASD's Corporate Financing Department (the Department ) at the same time
they are filed with the SEC, (b) the Department will be advised if, subsequent
to the filing of the offering, any 5% or greater shareholder of ours is or
becomes an affiliate or associated person of an NASD member participating in the
distribution, and (c) all NASD members participating in the offering will
confirm their understanding of the requirements that have to be met in
connection with SEC Rule 415 and Notice-to-Members 88-101. Underwriting
discounts and commissions on securities sold in the initial distribution will
not exceed 8% of the offering proceeds.

      Any underwriter, agent or dealer utilized in the initial offering of
securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its
customer.


                                       25
<PAGE>

                                     EXPERTS

      JPMorgan Chase. The financial statements of JPMorgan Chase & Co. and
management's assessment of the effectiveness of internal control over financial
reporting (which is included in Management's Report on Internal Control over
Financial Reporting) incorporated in this prospectus by reference to our Annual
Report on Form 10-K for the year ended December 31, 2004 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, given on the authority of that
firm as experts in auditing and accounting.

      Bank One. The financial statements of Bank One incorporated in this
document by reference to our Current Report on Form 8-K filed on March 1, 2004
have been incorporated in reliance on the report of KPMG LLP, an independent
registered public accounting firm, given on the authority of that firm as
experts in auditing and accounting, whose report dated January 20, 2004 refers
to Bank One's adoption of FASB Interpretation No. 46, Consolidation of Variable
Interest Entities, effective December 31, 2003, and the discontinuance and sale
of Bank One's corporate trust services business in 2003.

                                 LEGAL OPINIONS

      The validity of the securities will be passed upon for JPMorgan Chase &
Co. by Simpson Thacher & Bartlett LLP. Davis Polk & Wardwell will pass upon
certain legal matters relating to these securities for the underwriters. Each of
Simpson Thacher & Bartlett LLP and Davis Polk & Wardwell has in the past
represented JPMorgan Chase & Co. and its affiliates, and continues to represent
JPMorgan Chase & Co. and its affiliates, on a regular basis and in a variety of
matters.

                      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 securities. 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 Internal Revenue Code of
1986, as amended, (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 its business, the Company is a Party in
Interest with respect to many Plans. Where the Company is a Party in Interest
with respect to a Plan (either directly or by reason of its ownership of its
subsidiaries), the purchase and holding of the securities 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 securities 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 securities
is not prohibited. Unless the applicable prospectus supplement explicitly
provides otherwise, any purchaser or holder of the securities or any interest
therein will be deemed to have represented by its purchase of the securities
that (a) its purchase and holding of the securities is not made on behalf of or
with "plan assets" of any Plan or (b) its purchase and holding of the securities
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.


                                       26
<PAGE>

      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").

      Due to the complexity of the applicable rules, it is particularly
important that fiduciaries or other persons considering purchasing the
securities 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.

      Purchasers and holders of the securities have exclusive responsibility for
ensuring that their purchase and holding of the securities do not violate the
fiduciary or prohibited transaction rules of ERISA, the Code or any Similar
Laws. The sale of any securities to any Plan is in no respect a representation
by the Company or any of its 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.

      Please consult the applicable prospectus supplement for further
information with respect to a particular offering and, in certain cases, further
restrictions on the purchase or transfer of securities.


                                       27
<PAGE>

                                TABLE OF CONTENTS

Pricing Supplement                                                          Page
------------------                                                          ----

Summary ............................................................        PS-1
Risk Factors .......................................................        PS-8
Use of Proceeds ....................................................       PS-12
Description of Notes ...............................................       PS-13
The Nikkei 225 Index ...............................................       PS-18
Certain U.S. Federal Income Tax Consequences........................       PS-21
Underwriting .......................................................       PS-24
Benefit Plan Investor Considerations ...............................       PS-26

Prospectus Supplement                                                       Page
---------------------                                                       ----

About this Prospectus Supplement ...................................         S-1
Foreign Currency Risks .............................................         S-2
Description of Notes ...............................................         S-4
Descriptions of Warrants ...........................................        S-22
Description of Units ...............................................        S-23
The Depositary .....................................................        S-25
Series E Securities Offered on a Global Basis ......................        S-27
United States Federal Taxation .....................................        S-31
Plan of Distribution ...............................................        S-39
Legal Matters ......................................................        S-40

Prospectus                                                                  Page
----------                                                                  ----

Where You Can Find More Information ................................           1
JPMorgan Chase & Co. ...............................................           2
Consolidated Ratios of Earnings to Fixed Charges ...................           4
Use of Proceeds ....................................................           4
Description of Debt Securities .....................................           5
Description of Warrants ............................................          11
Description of Units ...............................................          15
Description of Purchase Contracts ..................................          18
Forms of Securities ................................................          20
Plan of Distribution ...............................................          23
Experts ............................................................          26
Legal Opinions .....................................................          26
Benefit Plan Investor Considerations ...............................          26

      In  making  your  investment  decision,   you  should  rely  only  on  the
information  contained or incorporated  by reference in this pricing  supplement
and the  accompanying  prospectus  supplement and prospectus with respect to the
notes  offered  hereby  and with  respect  to  JPMorgan  Chase & Co. We have not
authorized  anyone to give you any  additional  or  different  information.  The
information  in  this  pricing   supplement  and  the  accompanying   prospectus
supplement  and  prospectus  may only be  accurate  on the date of this  pricing
supplement.

      The notes described in this pricing supplement 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 laws of  certain  jurisdictions  (including  laws  that  require
brokers to ensure that  investments are suitable for their  customers) may limit
the  availability  of  notes  in  those  jurisdictions.   Neither  this  pricing
supplement nor the accompanying prospectus supplement and prospectus constitutes
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 pricing supplement and the accompanying  prospectus supplement and
prospectus,  "we,"  "us" and "our"  refer to  JPMorgan  Chase & Co.,  unless the
context requires otherwise.
</TEXT>
</DOCUMENT>
