FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * MILLER HEIDI   2. Issuer Name and Ticker or Trading Symbol J P MORGAN CHASE & CO [JPM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 270 PARK AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 07/01/2004 (Street) NEW YORK, NY 100172070 4. If Amendment, Date Original Filed(Month/Day/Year) 07/02/2004 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/01/2004   A   157,192 A $ 0 157,228 D   Common Stock 07/01/2004   A   112,484 (1) A (2) 269,712 D   Common Stock 07/01/2004   A   1,584 A (2) 1,584 I As Custodian For Children Common Stock 07/01/2004   A   1,179 A (2) 1,179 I By 401(k) Common Stock 07/01/2004   A   5,280 A (2) 5,280 I By GRAT

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 29.96

07/01/2004

A

396,000

08/15/2004(3)

08/15/2009

Common Stock

396,000

(4)

396,000

D

Employee Stock Option (right to buy)

$ 31.65

07/01/2004

A

396,000

04/01/2002(5)

04/01/2012

Common Stock

396,000

(4)

396,000

D

Employee Stock Option (right to buy)

$ 31.22

07/01/2004

A

66,000

04/16/2003(5)

04/16/2012

Common Stock

66,000

(4)

66,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MILLER HEIDI 270 PARK AVENUE NEW YORK, NY 100172070			Executive Vice President

Signatures

By: /s/ Anthony Horan under POA		11/22/2004
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Balance adjustment to correct (i) misclassification of shares as indirect by spouse to direct since shares are held in a joint account and (ii) mathematical error in number of Bank One common stock converted into JPM common stock at the 1.32 merger conversion rate.
(2)	Shares received in the merger between Bank One Corporation (Bank One) and JPMorgan Chase & Co. (JPM), pursuant to which each share of Bank One common stock was exchanged for 1.32 shares of JPM comon stock, having a market value of $38.77 per share on the effective date of the merger.
(3)	Option vests over 3 years in one-third annual increments from date of grant. The date exercisable reported in the table is the first vesting date.
(4)	Options received in the merger between Bank One and JPM pursuant to which each outstanding option to purchase Bank One common stock was converted to an option to purchase JPM common stock on substantially the same terms, except that the number of shares was adjusted by multiplying the number of Bank One options by 1.32 and the exercise price was adjusted by dividing the Bank One exercise price by 1.32.
(5)	Option vests over 5 years in 20% annual increments from date of grant. The date exercisable reported in the table is the first vesting date.

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