<DOCUMENT>
<TYPE>S-3ASR
<SEQUENCE>1
<FILENAME>e22886_s3.txt
<DESCRIPTION>FORM S-3
<TEXT>

    As filed with the Securities and Exchange Commission on December 1, 2005
                                                      Registration No. 333-
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                              JPMORGAN CHASE & CO.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                             13-2624428
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                              JPMorgan Chase & Co.
                                 270 Park Avenue
                          New York, New York 10017-2070
                                 (212) 270-6000
         (Address, Including Zip Code, and Telephone Number, Including
            Area Code, of Registrant's Principal Executive Offices)

                                   ----------

                                Anthony J. Horan
                               Corporate Secretary
                              JPMorgan Chase & Co.
                                 270 Park Avenue
                          New York, New York 10017-2070
                                 (212) 270-6000
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)

                                   ----------

                                       Copies to:            Sarah E. Beshar
    Roxane F. Reardon, Esq.       Neila B. Radin, Esq.    Davis Polk & Wardwell
Simpson Thacher & Bartlett LLP   Senior Vice President    450 Lexington Avenue
     425 Lexington Avenue             and Associate     New York, New York 10017
   New York, New York 10017          General Counsel         (212) 450-4000
                                  JPMorgan Chase & Co.
                                     270 Park Avenue
                                   New York, New York
                                       10017-2070
                                     (212) 270-6000

      Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.

     If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[_]

      If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.[X]

      If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[_]

----------

      If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[_] __________

      If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box.[X]

      If this Form is a post-effective amendment to a registration to a
registration statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities pursuant to
Rule 413(b) under the Securities Act, check the following box.[_]

                                   ----------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
========================================================================================
                                                                 Proposed
                                                                  Maximum
                                                       Proposed  Aggregate    Amount Of
                                         Amount To Be  Maximum   Offering   Registration
Title Of Securities To Be Registered      Registered   Offering    Price        Fee
----------------------------------------------------------------------------------------
<S>                                         <C>         <C>         <C>          <C>
Debt securities,
  warrants(4), units(5) and
  purchase contracts...............         (1)(2)      (1)(2)      (1)(2)       (3)
========================================================================================
</TABLE>

(1)   Not applicable pursuant to Form S-3 General Instruction II (E).

(2)   Such indeterminable number or amount of debt securities, warrants, units
      and purchase contracts is being registered as may from time to time be
      issued at indeterminable prices. This Registration Statement also includes
      such indeterminable amount of debt securities as may be issued from time
      to time upon exercise of warrants being registered hereunder. This
      Registration Statement also relates to offers and sales of debt
      securities, warrants, units and purchase contracts in connection with
      market-making transactions by and through affiliates of the registrant,
      including J.P. Morgan Securities Inc.

(3)   Deferred in reliance upon Rule 456(b) and Rule 457(r), except for
      $665,574.67 that has already been paid with respect to securities that
      were previously registered pursuant to Registration Statement on Form S-3
      (No. 333-130039) filed by the Registrant on December 1, 2005, and were not
      sold thereunder. Pursuant to Rule 457(p) under the Securities Act, such
      unutilized filing fee may be applied to the filing fee payable pursuant to
      this Registration Statement.

(4)   Warrants may be issued together in units with any purchase contracts, debt
      securities issued by us, debt obligations or other securities of an entity
      affiliated or not affiliated with us or other property. Warrants may
      entitle the holder (A) to purchase debt securities registered hereby, (B)
      to receive cash determined by reference to an index or indices, (C) to
      receive cash determined by reference to currencies, (D) to receive cash
      determined by reference to interest rates, or (E)(i) to purchase or sell
      securities of an entity other than the Registrant, a basket of such
      securities or commodities, or (ii) to receive cash determined by reference
      to any other financial, economic or other measure or instrument including
      the occurrence or non-occurrence of any other event or circumstance, or
      any combination of the above.

(5)   Units may consist of one or more 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
      thereof.

================================================================================

<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. ......................................................    3
Consolidated Ratios of Earnings to Fixed Charges ..........................    5
Use of Proceeds ...........................................................    5
Description of Debt Securities ............................................    6
Description of Warrants ...................................................   13
Description of Units ......................................................   18
Description of Purchase Contracts .........................................   22
Forms of Securities .......................................................   24
Plan of Distribution ......................................................   28
Experts ...................................................................   31
Legal Opinions ............................................................   31
Benefit Plan Investor Considerations ......................................   31


                                   ----------

      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


                                       1
<PAGE>

      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).


                                       2
<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.


                                       3
<PAGE>

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 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.


                                       4
<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.


                                       5
<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.


                                       6
<PAGE>

      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, 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;


                                       7
<PAGE>

      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

            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;


                                       8
<PAGE>

      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 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)


                                       9
<PAGE>

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".

      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


                                       10
<PAGE>

      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)

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

                                       11
<PAGE>

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.


                                       12
<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.


                                       13
<PAGE>

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;

      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


                                       14
<PAGE>

            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;

      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;


                                       15
<PAGE>

      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.

      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."


                                       16
<PAGE>

      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.


                                       17
<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


                                       18
<PAGE>

      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 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.


                                       19
<PAGE>

      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;

      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.


                                       20
<PAGE>

      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.


                                       21
<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


                                       22
<PAGE>

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 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.


                                       23
<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


                                       24
<PAGE>

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 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.


                                       25
<PAGE>

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 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


                                       26
<PAGE>

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.


                                       27
<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


                                       28
<PAGE>

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.

      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.


                                       29
<PAGE>

      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.

      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.


                                       30
<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


                                       31
<PAGE>

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.

      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.


                                       32
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

      Estimated expenses in connection with the issuance and distribution of
securities being registered, other than underwriting compensation and related
hedging costs, are as follows:

Securities and Exchange Commission registration fee.............     $       #
Legal fees and expenses.........................................        50,000*
National Association of Securities Dealers Inc. filing fee......        75,500+
Accounting fees and expenses....................................        75,000*
Trustees fees and expenses (including counsel fees).............        60,000*
Rating agency fees..............................................        75,000*
Printing expenses...............................................        75,000*
Miscellaneous...................................................         9,500*
                                                                     ---------
    Total.......................................................     $ 420,000*
                                                                     =========

----------
#     Deferred in reliance upon Rule 456(b) and 457(r)

*     Estimated

+     Assumes maximum fee payable under NASD rules and regulations

Item 15. Indemnification of Officers and Directors.

      Pursuant to the Delaware General Corporation Law ("DGCL"), a corporation
may indemnify any person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than a derivative action by or in the right of such
corporation) who is or was a director, officer, employee or agent of such
corporation, or serving at the request of such corporation in such capacity for
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

      The DGCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
derivative action, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to such corporation unless the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that
such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.

      The DGCL provides that the indemnification described above shall not be
deemed exclusive of any other indemnification that may be granted by a
corporation pursuant to its by-laws, disinterested directors' vote,
stockholders' vote, agreement or otherwise.

      The DGCL also provides corporations with the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation in a similar capacity for another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liability as described above.


                                      II-1
<PAGE>

      The certificate of incorporation of JPMorgan Chase & Co. ("JPMorgan Chase"
or the "Registrant") provides that, to the fullest extent that the DGCL as from
time to time in effect permits the limitation or elimination of the liability of
directors, no director of JPMorgan Chase shall be personally liable to JPMorgan
Chase or its stockholders for monetary damages for breach of fiduciary duty as a
director.

      JPMorgan Chase's certificate of incorporation empowers JPMorgan Chase to
indemnify any director, officer, employee or agent of JPMorgan Chase or any
other person who is serving at JPMorgan Chase's request in any such capacity
with another corporation, partnership, joint venture, trust or other enterprise
(including, without limitation, an employee benefit plan) to the fullest extent
permitted under the DGCL as from time to time in effect, and any such
indemnification may continue as to any person who has ceased to be a director,
officer, employee or agent and may inure to the benefit of the heirs, executors
and administrators of such a person.

      JPMorgan Chase's certificate of incorporation also empowers JPMorgan Chase
by action of its board of directors, notwithstanding any interest of the
directors in the action, to purchase and maintain insurance in such amounts as
the Board of Directors deems appropriate to protect any director, officer,
employee or agent of JPMorgan Chase or any other person who is serving at
JPMorgan Chase's request in any such capacity with another corporation,
partnership, joint venture, trust or other enterprise (including, without
limitation, an employee benefit plan) against any liability asserted against him
or her or incurred by him or her in any such capacity or arising out of his or
her status as such (including, without limitation, expenses, judgments, fines
(including any excise taxes assessed on a person with respect to any employee
benefit plan) and amounts paid in settlement) to the fullest extent permitted
under the DGCL as from time to time in effect, whether or not JPMorgan Chase
would have the power or be required to indemnify any such individual under the
terms of any agreement or by-law or the DGCL.

      In addition, JPMorgan Chase's by-laws require indemnification to the
fullest extent permitted under applicable law, as from time to time in effect.
The by-laws provide a clear and unconditional right to indemnification for
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by any person in connection with any
threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative (including, to the
extent permitted by law, any derivative action) by reason of the fact that such
person is or was serving as a director, officer, employee or agent of JPMorgan
Chase or, at the request of JPMorgan Chase, of another corporation, partnership,
joint venture, trust or other enterprise (including, without limitation, an
employee benefit plan). The by-laws specify that the right to indemnification
so provided is a contract right, set forth certain procedural and evidentiary
standards applicable to the enforcement of a claim under the by-laws and entitle
the persons to be indemnified to have all expenses incurred in advance of the
final disposition of a proceeding paid by JPMorgan Chase. Such provisions,
however, are intended to be in furtherance and not in limitation of the general
right to indemnification provided in the by-laws, which right of indemnification
and of advancement of expenses is not exclusive.

      JPMorgan Chase's by-laws also provide that JPMorgan Chase may enter into
contracts with any director, officer, employee or agent of JPMorgan Chase in
furtherance of the indemnification provisions in the by-laws, as well as create
a trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure payment of amounts indemnified.

      The foregoing statements are subject to the detailed provisions of Section
145 of the DGCL and the by-laws of JPMorgan Chase.

Item 16. Exhibits.

      The exhibits to this registration statement are listed in the exhibit
index, which appears elsewhere herein and is incorporated herein by reference.


                                      II-2
<PAGE>

Item 17. Undertakings.

      (a) The undersigned Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post effective amendment to this Registration Statement:

            (i) To include any prospectus required by Section 10(a)(3) of the
            Securities Act of 1933, as amended;

            (ii) To reflect in the prospectus any facts or events arising after
            the effective date of the Registration Statement (or the most recent
            post effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set
            forth in the Registration Statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than 20 percent change in the maximum aggregate offering price set
            forth in the "Calculation of Registration Fee" table in the
            effective Registration Statement; and

            (iii) To include any material information with respect to the plan
            of distribution not previously disclosed in the Registration
            Statement or any material change to such information in the
            Registration Statement.

provided, however, that paragraphs (1)(i), (1)(ii) and 1(iii) do not apply if
the information required to be included in a post effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that are incorporated by reference
in this Registration Statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of this Registration Statement.

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

      (3) To remove from registration by means of a post effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      (4) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:

            (A) Each prospectus filed by the Registrant pursuant to Rule
      424(b)(3) shall be deemed to be part of the registration statement as of
      the date the filed prospectus was deemed part of and included in the
      registration statement; and

            (B) Each prospectus required to be filed pursuant to Rule 424(b)(2),
      (b)(5), or (b)(7) as part of a registration statement in reliance on Rule
      430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or
      (x) for the purpose of providing the information required by Section 10(a)
      of the Securities Act of 1933 shall be deemed to be part of and included
      in the registration statement as of the earlier of the date such form of
      prospectus is first used after effectiveness or the date of the first
      contract of sale of securities in the offering described in the
      prospectus. As provided in Rule 430B, for liability purposes of the issuer
      and any person that is at that date an underwriter, such date shall be
      deemed to be a new effective date of the registration statement relating
      to the securities in the registration statement to which that prospectus
      relates, and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof. Provided, however, that no
      statement made in a registration statement or prospectus that is part of
      the registration statement or made in a document incorporated or deemed
      incorporated by reference into the registration statement or prospectus
      that is part of the registration statement will, as to a purchaser with a
      time of contract of sale prior to such effective date, supersede or modify
      any statement that was made in the registration statement or prospectus
      that was part of the registration statement or made in any such document
      immediately prior to such effective date.


                                      II-3
<PAGE>

      (5) That, for the purpose of determining liability of the Registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities:

            The undersigned Registrant undertakes that in a primary offering of
      securities of the undersigned Registrant pursuant to this Registration
      Statement, regardless of the underwriting method used to sell the
      securities to the purchaser, if the securities are offered or sold to such
      purchaser by means of any of the following communications, the undersigned
      Registrant will be a seller to the purchaser and will be considered to
      offer or sell such securities to such purchaser:

            (i) Any preliminary prospectus or prospectus of the undersigned
      Registrant relating to the offering required to be filed pursuant to Rule
      424;

            (ii) Any free writing prospectus relating to the offering prepared
      by or on behalf of the undersigned Registrant or used or referred to by
      the undersigned Registrant;

            (iii) The portion of any other free writing prospectus relating to
      the offering containing material information about the undersigned
      Registrant or its securities provided by or on behalf of the undersigned
      Registrant; and

            (iv) Any other communication that is an offer in the offering made
      by the undersigned Registrant to the purchaser.

      (b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934, as amended, (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described under
Item 15 of this Registration Statement, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.


                                      II-4
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York and State of New York, on this 1st
day of December, 2005.

                                   JPMORGAN CHASE & CO.

                                   By: /s/ Anthony J. Horan
                                       ----------------------------------------
                                       Name:  Anthony J. Horan
                                       Title: Corporate Secretary

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                Signature                                         Title                                  Date
                ---------                                         -----                                  ----
<S>                                                 <C>                                           <C>
                                                    Director, Chairman of the Board and
                                                    Chief Executive Officer (Principal
                    *                               Executive Officer)                            December 1, 2005
-------------------------------------------
         William B. Harrison, Jr.

                                                    Director, President and Chief
                    *                               Operating Officer                             December 1, 2005
-------------------------------------------
               James Dimon

                    *                               Director                                      December 1, 2005
-------------------------------------------
             Hans W. Becherer

                    *                               Director                                      December 1, 2005
-------------------------------------------
              John H. Biggs

                    *                               Director                                      December 1, 2005
-------------------------------------------
           Lawrence A. Bossidy

                    *                               Director                                      December 1, 2005
-------------------------------------------
             Stephen B. Burke

                    *                               Director                                      December 1, 2005
-------------------------------------------
              James S. Crown

                    *                               Director                                      December 1, 2005
-------------------------------------------
             Ellen V. Futter

                    *                               Director                                      December 1, 2005
-------------------------------------------
           William H. Gray, III

                    *                               Director                                      December 1, 2005
-------------------------------------------
          Laban P. Jackson, Jr.
</TABLE>



                                      II-5
<PAGE>

<TABLE>
<CAPTION>
                Signature                                         Title                                  Date
                ---------                                         -----                                  ----
<S>                                                 <C>                                           <C>

                    *                               Director                                      December 1, 2005
-------------------------------------------
             John W. Kessler

                    *                               Director                                      December 1, 2005
-------------------------------------------
              Robert I. Lipp

                    *                               Director                                      December 1, 2005
-------------------------------------------
           Richard A. Manoogian

                    *                               Director                                      December 1, 2005
-------------------------------------------
              David C. Novak

                    *                               Director                                      December 1, 2005
-------------------------------------------
              Lee R. Raymond

                    *                               Director                                      December 1, 2005
-------------------------------------------
            William C. Weldon

                                                    Executive Vice President
                                                    and Chief Financial Officer
                    *                               (Principal Financial Officer)                 December 1, 2005
-------------------------------------------
           Michael J. Cavanagh

                                                    Executive Vice President
                                                    and Controller
                    *                               (Principal Accounting Officer)                December 1, 2005
-------------------------------------------
          Joseph L. Sclafani
</TABLE>

*Anthony J. Horan hereby signs this Registration Statement on behalf of each of
the indicated persons for whom he is Attorney-in-Fact on December 1, 2005
pursuant to powers of attorney filed as exhibits to this Registration Statement.

By: /s/ Anthony J. Horan
   -----------------------------
   Name:   Anthony J. Horan
   Title:  Attorney-in-Fact


                                      II-6
<PAGE>

                                 EXHIBIT INDEX

Exhibit Number                    Description

1(a)(1)     Underwriting Agreement Standard Provisions (including form of
            Delayed Delivery Contract) dated as of June 12, 2001 (incorporated
            by reference to Exhibit 1(a)(1) to Amendment No. 1 to the
            Registration Statement on Form S-3 (File No. 333-52826) of the
            Registrant)

1(a)(2)*    Master Agency Agreement dated as of December 1, 2005

4(a)(1)     Indenture, dated as of May 25, 2001, between JPMorgan Chase &Co. and
            Deutsche Bank Trust Company Americas (formerly Bankers Trust
            Company), as trustee (incorporated by reference to Exhibit 4(a)(1)
            to Amendment No. 1 to the Registration Statement on Form S-3 (File
            No. 333-52826) of the Registrant)

4(b)(1)     Form of Fixed Rate Note (incorporated by reference to Exhibit
            4(b)(1) to Amendment No. 1 to the Registration Statement on Form S-3
            (File No. 333-52826) of the Registrant)

4(b)(2)     Form of Floating Rate Note (incorporated by reference to Exhibit
            4(b)(1) to Amendment No. 1 to the Registration Statement on Form S-3
            (File No. 333-52826) of the Registrant)

4(b)(3)     Form of Permanent Global Fixed Rate Bearer Note (incorporated by
            reference to Exhibit 4(b)(3) to Amendment No. 1 to the Registration
            Statement on Form S-3 (File No. 333-52826) of the Registrant)

4(b)(4)     Form of Temporary Global Fixed Rate Bearer Note (incorporated by
            reference to Exhibit 4(b)(4) to Amendment No. 1 to the Registration
            Statement on Form S-3 (File No. 333-52826) of the Registrant)

4(b)(5)     Form of Permanent Global Floating Rate Bearer Note (incorporated by
            reference to Exhibit 4(b)(5) to Amendment No. 1 to the Registration
            Statement on Form S-3 (File No. 333-52826) of the Registrant)

4(b)(6)     Form of Temporary Global Floating Rate Bearer Note (incorporated by
            reference to Exhibit 4(b)(6) to Amendment No. 1 to the Registration
            Statement on Form S-3 (File No. 333-52826) of the Registrant)

4(c)        Form of Debt Warrant Agreement (incorporated by reference to Exhibit
            4(c) to Amendment No. 1 to the Registration Statement on Form S-3
            (File No. 333-52826) of the Registrant)

4(d)        Forms of Debt Warrant Certificates (included as Exhibits A and B to
            form of Debt Warrant Agreement) (incorporated by reference to
            Exhibit 4(d) to Amendment No. 1 to the Registration Statement on
            Form S-3 (File No. 333-52826) of the Registrant)

4(e)        Form of Index Warrant Agreement (incorporated by reference to
            Exhibit 4(e) to Amendment No. 1 to the Registration Statement on
            Form S-3 (File No. 333-52826) of the Registrant)

4(f)        Forms of Index Warrant Certificates (included as Exhibits A and A-1
            to form of Index Warrant Agreement) (incorporated by reference to
            Exhibit 4(f) to Amendment No. 1 to the Registration Statement on
            Form S-3 (File No. 333-52826) of the Registrant)

4(g)        Form of Currency Warrant Agreement (incorporated by reference to
            Exhibit 4(g) to Amendment No. 1 to the Registration Statement on
            Form S-3 (File No. 333-52826) of the Registrant)

4(h)        Forms of Currency Warrant Certificates (included as Exhibits A and
            A-1 to form of Currency Warrant Agreement) (incorporated by
            reference to Exhibit 4(h) to Amendment No. 1 to the


<PAGE>

Exhibit Number                    Description

            Registration Statement on Form S-3 (File No. 333-52826) of the
            Registrant)

4(i)        Form of Interest Rate Warrant Agreement (incorporated by reference
            to Exhibit 4(i) to Amendment No. 1 to the Registration Statement on
            Form S-3 (File No. 333-52826) of the Registrant)

4(j)        Forms of Interest Rate Warrant Certificates (included as Exhibits A
            and A-1 to form of Interest Rate Warrant Agreement) (incorporated by
            reference to Exhibit 4(j) to Amendment No. 1 to the Registration
            Statement on Form S-3 (File No. 333-52826) of the Registrant)

4(k)        Form of Universal Warrant Agreement (incorporated by reference to
            Exhibit 4(k) to Amendment No. 1 to the Registration Statement on
            Form S-3 (File No. 333-52826) of the Registrant)

4(1)        Forms of Universal Warrant Certificates (included as Exhibits A and
            B to form of Universal Warrant Agreement) (incorporated by reference
            to Exhibit 4(1) to Amendment No. 1 to the Registration Statement on
            Form S-3 (File No. 333-52826) of the Registrant)

4(m)        Form of Unit Agreement (incorporated by reference to Exhibit 4(m) to
            Amendment No. 1 to the Registration Statement on Form S-3 (File No.
            333-52826) of the Registrant)

4(n)        Form of Unit Certificate (included as Exhibit A to form of Unit
            Agreement) (incorporated by reference to Exhibit 4(n) to Amendment
            No. 1 to the Registration Statement on Form S-3 (File No. 333-52826)
            of the Registrant)

4(o)+       Form of Purchase Contract

4(p)*       Calculation Agent Agreement dated as of December 1, 2005

4(q)*       Paying Agent, Registrar & Transfer Agent and Authenticating Agent
            Agreement dated as of March 23, 2005

5.1*        Opinion of Simpson Thacher & Bartlett LLP

12.1        Computation of Consolidated Ratio of Earnings to Fixed Charges for
            the nine months ended September 30, 2005 (incorporated herein by
            reference to Exhibit 12.1 to Registrant's Current Report on Form 8-K
            filed on October 19, 2005 (File No. 001-05805) pursuant to Items
            2.02 and 9.01)

12.2        Computation of Consolidated Ratio of Earnings to Fixed Charges for
            the year ended December 31, 2004 (incorporated herein by reference
            to Exhibit 12.1 to Registrant's Annual Report on Form 10-K for the
            year ended December 31, 2004 (File No. 001-05805))

12.3        Computation of Consolidated Ratio of Earnings to Fixed Charges for
            the year ended December 31, 2003 (incorporated herein by reference
            to Exhibit 12.1 to Registrant's Annual Report on Form 10-K for the
            year ended December 31, 2003 (File No. 001-05805))

12.4        Computation of Consolidated Ratio of Earnings to Fixed Charges for
            the year ended December 31, 2002 (incorporated herein by reference
            to Exhibit 12.1 to Registrant's Annual Report on Form 10-K for the
            year ended December 31, 2002 (File No. 001-05805))

12.5        Computation of Consolidated Ratio of Earnings to Fixed Charges for
            the year ended December 31, 2001 (incorporated herein by reference
            to Exhibit 12.1 to Registrant's Annual Report on Form 10-K for the
            year ended December 31, 2001 (File No. 001-05805))


<PAGE>

Exhibit Number                    Description

12.6        Computation of Consolidated Ratio of Earnings to Fixed Charges for
            the year ended December 31, 2000 (incorporated herein by reference
            to Exhibit 12.1 to Registrant's Annual Report on Form 10-K for the
            year ended December 31, 2000 (File No. 001-05805))

23(a)*      Consent of PricewaterhouseCoopers LLP

23(b)*      Consent of KPMG LLP

23(c)*      Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5)

24.1*       Powers of Attorney of William B. Harrison, Jr., James Dimon, Hans W.
            Becherer, John H. Biggs, Lawrence A. Bossidy, Stephen B. Burke,
            James S. Crown, Ellen V. Futter, William H. Gray, III, Laban P.
            Jackson, Jr., John W. Kessler, Robert I. Lipp, Richard A. Manoogian,
            David C. Novak, Lee R. Raymond, William C. Weldon, Michael J.
            Cavanagh and Joseph L. Sclafani

25.1        Statement of Eligibility of Trustee on Form T-1 (incorporated by
            reference to Exhibit 25.1 to Amendment No. 1 to the Registration
            Statement on Form S-3 (File No. 333-52826) of the Registrant)

----------
*     Filed herewith.

+     To be filed by amendment or under subsequent Current Report on Form 8-K.
</TEXT>
</DOCUMENT>
