As Filed With The Securities And Exchange Commission On July 3, 2001


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             J.P. MORGAN CHASE & CO.
                             -----------------------
             (Exact Name of Registrant as Specified in Its Charter)

             DELAWARE                                         13-2624428
             --------                                         ----------
   (State or Other Jurisdiction                              (IRS Employer
 of Incorporation or Organization)                       Identification Number)


                             J.P. Morgan Chase & Co.
                                 270 Park Avenue
                               New York, NY 10017
                                 (212) 270-6000
                    (Address of Principal Executive Offices)


                 J.P. Morgan Chase & Co. 2001 Stock Option Plan
                            (Full Title of the Plan)


                      Anthony J. Horan, Corporate Secretary
                             J.P. Morgan Chase & Co.
                                 270 Park Avenue
                               New York, NY 10017
                                 (212) 270-6000
                     (Name and Address of Agent for Service)


                        Copies of All Communications to:

                              Neila B. Radin, Esq.
                             J.P. Morgan Chase & Co.
                                 270 Park Avenue
                               New York, NY 10017
                                 (212) 270-6000


<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>

<CAPTION>

                                                      Proposed Maximum       Proposed Maximum
Title of Securities             Amount to be           Offering Price       Aggregate Offering           Amount of
to be Registered                 Registered              Per Share(1)            Price(1)             Registration Fee
-------------------             ------------          ----------------      ------------------        ----------------

<S>                            <C>                        <C>                 <C>                        <C>
Common Stock, $1 par value     45,000,000 shares          $44.425             $1,999,125,000             $499,781.25

</TABLE>

(1) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
    maximum offering price per share and the proposed maximum aggregate
    offering price are estimated solely for the purpose of calculating the
    registration fee and are based upon the average of the high and low
    sale prices for the Common Stock on the New York Stock Exchange on June
    27, 2001.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
will be sent or given to the participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended. Such documents and the
documents incorporated by reference herein pursuant to Item 3 of Part II hereof,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents By Reference.

      There are incorporated herein by reference the following documents of J.P.
Morgan Chase & Co., a Delaware corporation (the "Corporation" or "Registrant"),
heretofore filed by it with the Securities and Exchange Commission:

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

(ii)  Quarterly Report on Form 10-Q for the quarter ended March 31, 2001;

(iii) Current Reports on Form 8-K dated January 4, 2001, January 24, 2001,
      January 31, 2001, April 5, 2001, April 24, 2001 and June 6, 2001;

(iv)  Definitive Proxy Statement for the Annual Meeting of Stockholders filed on
      March 30, 2001; and

(v)   The description of the Common Stock set forth in the Corporation's
      Registration Statement filed pursuant to Section 12 of the Securities
      Exchange Act of 1934 (the "Exchange Act") and any amendment or report
      filed for the purpose of updating that description.

      All documents filed by the Corporation pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all of the shares of Common Stock offered hereunder have been
sold or which deregisters all of such shares then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement on Form S-8 to the extent that a statement contained in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement on Form S-8.

<PAGE>


Item 4. Description of Securities.

      Only securities registered under Section 12 of the Exchange Act are being
offered.

Item 5. Interests of Named Experts and Counsel.

      The consolidated financial statements of the Corporation as of December
31, 2000, incorporated herein by reference to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 2000, have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.

      The legality of the shares of Common Stock offered hereunder has been
passed upon for the Corporation by Gene A. Capello, Esq., a Vice President and
Assistant General Counsel of the Corporation.

Item 6. Indemnification of Directors and Officers.

      Pursuant to the Delaware General Corporation Law (the "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 an 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 such
action or suit, 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 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 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.

      The Restated Certificate of Incorporation of the Corporation 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 the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director.

      The Corporation's Restated Certificate of Incorporation empowers the
Corporation to indemnify any director, officer, employee or agent of the
Corporation or any other person who is serving at the Corporation'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.

      The Corporation's Restated Certificate of Incorporation also empowers the
Corporation 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 the Corporation or any other person who is serving at the
Corporation'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
such individual or incurred by such individual in any such capacity arising out
of such individual's 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
the Corporation 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, the Corporation'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 the
Corporation or, at the request of the Corporation, 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, entitle the persons to be indemnified to be reimbursed for the expenses
of prosecuting any such claim against the Corporation and entitle them to have
all expenses incurred in advance of the final disposition of a proceeding paid
by the Corporation. 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.

      The Corporation's By-laws also provide that the Corporation may enter into
contracts with any director, officer, employee or agent of the Corporation 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.

Item 7. Exemption From Registration Claimed.

      This  item is not applicable.

Item 8. Exhibits.

4.1   Restated Certificate of Incorporation of J.P. Morgan Chase & Co.
      (incorporated by reference to Exhibit 3.1 to the Annual Report on Form
      10-K for the year ended December 31, 2000 (File No. 1-5805) of J.P. Morgan
      Chase & Co.).

4.2   By-laws of J.P. Morgan Chase & Co., as amended through June 20, 2000
      (incorporated by reference to Exhibit 3.2 to the Annual Report on Form
      10-K for the year ended December 31, 2000 (File No. 1-5805) of J.P. Morgan
      Chase & Co.).

5     Opinion of counsel as to validity of the Shares of Common Stock to be
      issued.

23.1  Consent of auditors.

23.2  Consent of counsel (included in Exhibit 5).

24    Powers of Attorney.

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, of the
      securities offered hereby, 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;

      (ii)  to reflect in the prospectus any facts or events arising after the
            effective date of this 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 this Registration Statement;

      (iii) to include any material information with respect to the plan of
            distribution not previously disclosed in this Registration Statement
            or any material change to such information in this Registration
            Statement; provided, however, that the undertakings in paragraphs
            (i) and (ii) above do not apply if the information required to be
            included in a post-effective amendment by those paragraphs is
            contained in periodic reports filed by the Registrant pursuant to
            Section 13 or Section 15(d) of the Securities Exchange Act of 1934
            that are incorporated by reference in this Registration Statement.

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 hereby that remain unsold at the termination
of the offering.

      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, (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) 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.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions of Item 6 above, 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 the
Securities Act of 1933 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 the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

<PAGE>


                                   SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 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, State of New York, on the 3rd day of July,
2001.

                                               J.P. Morgan Chase & Co.


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


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


       Signature                          Capacity                  Date
       ---------                          --------                  ----


              *                      Chairman of the Board      July 3, 2001
------------------------------
   Douglas A. Warner III

              *                      Chief Executive            July 3, 2001
------------------------------       Officer and Director
   William B. Harrison, Jr.          (Principal Executive
                                     Officer)


              *                      Director                   July 3, 2001
------------------------------
   Hans W. Becherer


              *                      Director                   July 3, 2001
------------------------------
   Riley P. Bechtel


              *                      Director                   July 3, 2001
------------------------------
  Frank A. Bennack, Jr.


              *                      Director                   July 3, 2001
------------------------------
  Lawrence A. Bossidy


              *                      Director                   July 3, 2001
------------------------------
    M. Anthony Burns


<PAGE>

              *                      Director                   July 3, 2001
------------------------------
   H. Laurance Fuller

              *                      Director                   July 3, 2001
------------------------------
     Ellen V. Futter

              *                      Director                   July 3, 2001
------------------------------
     William H. Gray III

             *                       Director                   July 3, 2001
------------------------------
     Helene L. Kaplan

             *                       Director                   July 3, 2001
------------------------------
      Lee R. Raymond

             *                       Director                   July 3, 2001
------------------------------
     John R. Stafford

             *                       Director                   July 3, 2001
------------------------------
      Lloyd D. Ward

             *                       Director                   July 3, 2001
------------------------------
    Marina v.N. Whitman

             *                       Vice Chairman              July 3, 2001
------------------------------       Finance, Risk Management
      Marc J. Shapiro                and Administration
                                     (Principal Financial
                                     Officer)

             *                       Executive Vice             July 3, 2001
------------------------------       President and Controller
    Joseph L. Sclafani               (Principal Accounting
                                     Officer)

*     Anthony J. Horan hereby signs this Registration Statement on Form S-8 on
      July 3, 2001 on behalf of each of the indicated persons for whom he is
      attorney-in-fact pursuant to a power of attorney filed herein.




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


<PAGE>


                                  EXHIBIT INDEX

4.1   Restated Certificate of Incorporation of J.P. Morgan Chase & Co.
      (incorporated by reference to Exhibit 3.1 to the Annual Report on Form
      10-K for the year ended December 31, 2000 (File No. 1-5805) of J.P. Morgan
      Chase & Co.).

4.2   By-laws of J.P. Morgan Chase & Co., as amended through June 20, 2000
      (incorporated by reference to Exhibit 3.2 to the Annual Report on Form
      10-K for the year ended December 31, 2000 (File No. 1-5805) of J.P. Morgan
      Chase & Co.).

5     Opinion of counsel as to validity of the Shares of Common Stock to be
      issued.

23.1  Consent of auditors.

23.2  Consent of counsel (included in Exhibit 5).

24    Powers of Attorney.
[{"type": "S-8", "sequence": "1", "filename": "s8body.txt", "description": "S-8 DATED 7/3/01 STOCK OPTION PLAN", "secsgml_size_bytes": 22825}]
{"company-data": {"conformed-name": "J P MORGAN CHASE & CO", "cik": "0000019617", "assigned-sic": "6021", "irs-number": "132624428", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64476", "film-number": "1674503"}, "business-address": {"street1": "270 PARK AVE", "street2": "39TH FL", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2122706000"}, "mail-address": {"street1": "270 PARK AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10017"}, "former-company": [{"former-conformed-name": "CHASE MANHATTAN CORP /DE/", "date-changed": "19960402"}, {"former-conformed-name": "CHEMICAL BANKING CORP", "date-changed": "19920703"}, {"former-conformed-name": "CHEMICAL NEW YORK CORP", "date-changed": "19880508"}]}
As Filed With The Securities And Exchange Commission On July 3, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             J.P. MORGAN CHASE & CO.
                             -----------------------
             (Exact Name of Registrant as Specified in Its Charter)

             DELAWARE                                         13-2624428
             --------                                         ----------
   (State or Other Jurisdiction                              (IRS Employer
 of Incorporation or Organization)                       Identification Number)

                             J.P. Morgan Chase & Co.
                                 270 Park Avenue
                               New York, NY 10017
                                 (212) 270-6000
                    (Address of Principal Executive Offices)

                 J.P. Morgan Chase & Co. 2001 Stock Option Plan
                            (Full Title of the Plan)

                      Anthony J. Horan, Corporate Secretary
                             J.P. Morgan Chase & Co.
                                 270 Park Avenue
                               New York, NY 10017
                                 (212) 270-6000
                     (Name and Address of Agent for Service)

                        Copies of All Communications to:

                              Neila B. Radin, Esq.
                             J.P. Morgan Chase & Co.
                                 270 Park Avenue
                               New York, NY 10017
                                 (212) 270-6000
CALCULATION OF REGISTRATION FEE
Proposed Maximum       Proposed Maximum
Title of Securities             Amount to be           Offering Price       Aggregate Offering           Amount of
to be Registered                 Registered              Per Share(1)            Price(1)             Registration Fee
-------------------             ------------          ----------------      ------------------        ----------------
Common Stock, $1 par value     45,000,000 shares          $44.425             $1,999,125,000             $499,781.25
(1) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
    maximum offering price per share and the proposed maximum aggregate
    offering price are estimated solely for the purpose of calculating the
    registration fee and are based upon the average of the high and low
    sale prices for the Common Stock on the New York Stock Exchange on June
    27, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
will be sent or given to the participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended. Such documents and the
documents incorporated by reference herein pursuant to Item 3 of Part II hereof,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents By Reference.

      There are incorporated herein by reference the following documents of J.P.
Morgan Chase & Co., a Delaware corporation (the "Corporation" or "Registrant"),
heretofore filed by it with the Securities and Exchange Commission:

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

(ii)  Quarterly Report on Form 10-Q for the quarter ended March 31, 2001;

(iii) Current Reports on Form 8-K dated January 4, 2001, January 24, 2001,
      January 31, 2001, April 5, 2001, April 24, 2001 and June 6, 2001;

(iv)  Definitive Proxy Statement for the Annual Meeting of Stockholders filed on
      March 30, 2001; and

(v)   The description of the Common Stock set forth in the Corporation's
      Registration Statement filed pursuant to Section 12 of the Securities
      Exchange Act of 1934 (the "Exchange Act") and any amendment or report
      filed for the purpose of updating that description.

      All documents filed by the Corporation pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all of the shares of Common Stock offered hereunder have been
sold or which deregisters all of such shares then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement on Form S-8 to the extent that a statement contained in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement on Form S-8.
Item 4. Description of Securities.

      Only securities registered under Section 12 of the Exchange Act are being
offered.

Item 5. Interests of Named Experts and Counsel.

      The consolidated financial statements of the Corporation as of December
31, 2000, incorporated herein by reference to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 2000, have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.

      The legality of the shares of Common Stock offered hereunder has been
passed upon for the Corporation by Gene A. Capello, Esq., a Vice President and
Assistant General Counsel of the Corporation.

Item 6. Indemnification of Directors and Officers.

      Pursuant to the Delaware General Corporation Law (the "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 an 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 such
action or suit, 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 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 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.

      The Restated Certificate of Incorporation of the Corporation 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 the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director.

      The Corporation's Restated Certificate of Incorporation empowers the
Corporation to indemnify any director, officer, employee or agent of the
Corporation or any other person who is serving at the Corporation'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.

      The Corporation's Restated Certificate of Incorporation also empowers the
Corporation 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 the Corporation or any other person who is serving at the
Corporation'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
such individual or incurred by such individual in any such capacity arising out
of such individual's 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
the Corporation 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, the Corporation'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 the
Corporation or, at the request of the Corporation, 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, entitle the persons to be indemnified to be reimbursed for the expenses
of prosecuting any such claim against the Corporation and entitle them to have
all expenses incurred in advance of the final disposition of a proceeding paid
by the Corporation. 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.

      The Corporation's By-laws also provide that the Corporation may enter into
contracts with any director, officer, employee or agent of the Corporation 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.

Item 7. Exemption From Registration Claimed.

      This  item is not applicable.

Item 8. Exhibits.

4.1   Restated Certificate of Incorporation of J.P. Morgan Chase & Co.
      (incorporated by reference to Exhibit 3.1 to the Annual Report on Form
      10-K for the year ended December 31, 2000 (File No. 1-5805) of J.P. Morgan
      Chase & Co.).

4.2   By-laws of J.P. Morgan Chase & Co., as amended through June 20, 2000
      (incorporated by reference to Exhibit 3.2 to the Annual Report on Form
      10-K for the year ended December 31, 2000 (File No. 1-5805) of J.P. Morgan
      Chase & Co.).

5     Opinion of counsel as to validity of the Shares of Common Stock to be
      issued.

23.1  Consent of auditors.

23.2  Consent of counsel (included in Exhibit 5).

24    Powers of Attorney.

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, of the
      securities offered hereby, 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;

      (ii)  to reflect in the prospectus any facts or events arising after the
            effective date of this 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 this Registration Statement;

      (iii) to include any material information with respect to the plan of
            distribution not previously disclosed in this Registration Statement
            or any material change to such information in this Registration
            Statement; provided, however, that the undertakings in paragraphs
            (i) and (ii) above do not apply if the information required to be
            included in a post-effective amendment by those paragraphs is
            contained in periodic reports filed by the Registrant pursuant to
            Section 13 or Section 15(d) of the Securities Exchange Act of 1934
            that are incorporated by reference in this Registration Statement.

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 hereby that remain unsold at the termination
of the offering.

      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, (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) 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.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions of Item 6 above, 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 the
Securities Act of 1933 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 the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 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, State of New York, on the 3rd day of July,
2001.

                                               J.P. Morgan Chase & Co.

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

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

       Signature                          Capacity                  Date
       ---------                          --------                  ----

              *                      Chairman of the Board      July 3, 2001
------------------------------
   Douglas A. Warner III

              *                      Chief Executive            July 3, 2001
------------------------------       Officer and Director
   William B. Harrison, Jr.          (Principal Executive
                                     Officer)

              *                      Director                   July 3, 2001
------------------------------
   Hans W. Becherer

              *                      Director                   July 3, 2001
------------------------------
   Riley P. Bechtel

              *                      Director                   July 3, 2001
------------------------------
  Frank A. Bennack, Jr.

              *                      Director                   July 3, 2001
------------------------------
  Lawrence A. Bossidy

              *                      Director                   July 3, 2001
------------------------------
    M. Anthony Burns
*                      Director                   July 3, 2001
------------------------------
   H. Laurance Fuller

              *                      Director                   July 3, 2001
------------------------------
     Ellen V. Futter

              *                      Director                   July 3, 2001
------------------------------
     William H. Gray III

             *                       Director                   July 3, 2001
------------------------------
     Helene L. Kaplan

             *                       Director                   July 3, 2001
------------------------------
      Lee R. Raymond

             *                       Director                   July 3, 2001
------------------------------
     John R. Stafford

             *                       Director                   July 3, 2001
------------------------------
      Lloyd D. Ward

             *                       Director                   July 3, 2001
------------------------------
    Marina v.N. Whitman

             *                       Vice Chairman              July 3, 2001
------------------------------       Finance, Risk Management
      Marc J. Shapiro                and Administration
                                     (Principal Financial
                                     Officer)

             *                       Executive Vice             July 3, 2001
------------------------------       President and Controller
    Joseph L. Sclafani               (Principal Accounting
                                     Officer)

*     Anthony J. Horan hereby signs this Registration Statement on Form S-8 on
      July 3, 2001 on behalf of each of the indicated persons for whom he is
      attorney-in-fact pursuant to a power of attorney filed herein.

                                           By: /s/ Anthony J. Horan
                                             ---------------------
                                                   Anthony J. Horan
                                                   Corporate Secretary
EXHIBIT INDEX

4.1   Restated Certificate of Incorporation of J.P. Morgan Chase & Co.
      (incorporated by reference to Exhibit 3.1 to the Annual Report on Form
      10-K for the year ended December 31, 2000 (File No. 1-5805) of J.P. Morgan
      Chase & Co.).

4.2   By-laws of J.P. Morgan Chase & Co., as amended through June 20, 2000
      (incorporated by reference to Exhibit 3.2 to the Annual Report on Form
      10-K for the year ended December 31, 2000 (File No. 1-5805) of J.P. Morgan
      Chase & Co.).

5     Opinion of counsel as to validity of the Shares of Common Stock to be
      issued.

23.1  Consent of auditors.

23.2  Consent of counsel (included in Exhibit 5).

24    Powers of Attorney.