Company Name: J.P. Morgan Chase & Co.
Public Availability Date: March 13, 2002

Document Sections:

INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]
January 2, 2002

Division of Corporate Finance

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington. DC 20549

Re: Omission of Stockholder Proposal by J.P. Morgan Chase & Co.

Pursuant to Rule 14a-8: John Jennings Crapo

Ladies and Gentlemen:

On behalf of J.P. Morgan Chase & Co. (the Company), a Delaware corporation, and pursuant to Rule 14a-8(j) promulgated under the Securities Exchange Act of 1934, as amended, I hereby notify the Securities and Exchange Commission that the Company intends to omit from its notice of meeting, proxy statement and form of proxy (the Proxy Materials) for its 2002 Annual Meeting of Stockholders a proposal and supporting statement submitted to the Company by John Jennings Crapo dated September 29, 2001 (the Proposal).

The Company intends to omit the Proposal in accordance with Rule 14a-8(b)(1) and Rule 14a-8(d).

Our 2002 Annual Meeting of Stockholders is scheduled to be held on May 21, 2002 and we currently intend to mail to stockholders definitive proxy materials for the meeting on or about March 25, 2002. Accordingly, this filing complies with Rule 14a-8(j)(1). I am the Secretary of the Company. To the extent that the position taken by the Company is based on matters of law, this letter also constitutes the opinion of counsel required by Rule 14a-8(j)(2)(iii).

Pursuant to Rule 14a-8(j)(2) enclosed are:

(1) Seven copies of this letter which is the statement of the reasons why the Company considers the omission to be proper;

(2) Six copies of the proposal dated September 29, 2001 and received by the Company on October 2, 2001, together with the supporting statement (the Proposal) (Exhibit A);

(3) Six copies of my acknowledgment of receipt of the Proposal dated October 12, 2001 on behalf of the Company citing deficiencies relating to the Proposal (Exhibit B);

(4) Six copies of Mr. Crapo's response dated October 13, 2001, which did not cure the deficiencies cited in the above aforementioned letter dated October 12, 2001 (Exhibit C); and

(5) Six copies of my letter to Mr. Crapo dated November 2, 2001 notifying him that the deficiencies had not been cured (Exhibit D).

We are simultaneously providing Mr. Crapo a copy of this letter and notifying Mr. Crapo of our intention to omit the Proposal from our Proxy Materials, in accordance with Rule 14a-8(j).

Please date stamp one copy of this letter and return it to my attention in the envelope enclosed.

I. Basis for Omission of Proposal: Rule 14a-8(b)(1)

A. Proponent had held shares of the company for less than one year by the date the proposal was submitted.

Rule 14a-8(b)(1) provides that a stockholder submitting a proposal for inclusion in a registrant's proxy statement at the time a proposal is submitted must be a record or beneficial owner of at least 1% or $2,000 in market value of securities entitled to be voted at the meeting and have held such securities for at least one year. Mr. Crapo does not meet the eligibility requirements of Rule 14a-8(b)(1) for the following reasons:

On December 31, 2000, J.P. Morgan & Co. Incorporated (heritage Morgan) merged with and into The Chase Manhattan Corporation (heritage Chase). As a result of this merger (the Merger), heritage Chase has continued its legal existence under the name J.P. Morgan Chase & Co. As of the effective time of the Merger, Mr. Crapo became entitled to exchange each share of heritage Morgan that he was then holding for 3.7 shares of the Company, the continuing corporation. All of this was thoroughly described in the Joint Proxy Statement-Prospectus dated November 21, 2000 for the special meeting of the stockholders of both corporations held on December 22, 2000.

Eligibility for including proposals in the proxy statement of a continuing corporation following a merger is determined solely by a stockholder's stock ownership in the continuing corporation, which in this case is the Company, formerly known as The Chase Manhattan Corporation. According to the copies of Mr. Crapo's brokerage account statements, which comprise a part of Exhibit C, Mr. Crapo was not a stockholder of The Chase Manhattan Corporation prior to the Merger. Accordingly, he will not have owned voting stock of the Company for one year until December 31, 2001, one year from the effective time of the Merger. The cutoff for receipt of stockholder proposals for inclusion in our 2002 Proxy Statement was November 30, 2001.

No-action letters from the SEC Staff have consistently affirmed that for purposes of satisfying the one year stock ownership requirement for eligibility to submit a stockholder proposal under Rule 14a-8(b)(1), a former stockholder of a corporation that is merged out of existence does not become a stockholder of the continuing corporation until the merger date. The rationale for such position is that the transaction in which each stockholder acquires shares of the continuing corporation constitutes a separate sale and purchase of securities for federal securities laws purposes. See: Exelon Corporation (available March 15, 2001); Applied Power, Inc. (available October 4, 1999); First Chicago NBD Bancorp. Inc. (available January 10, 1997).

B. Proponent was advised of and failed to cure deficiencies in accordance with Rule 14a-8(f)(1).

Rule 14a-8(f)(1) permits a company to exclude a proposal by a proponent who has failed to provide evidence to the company that the proponent meets the eligibility requirement of Rule 14a-8(b)(1) if the company notifies the proponent within 14 days following the company's receipt of the proposal that such documentation must be received by the company within 14 days of the proponent's receipt of the deficiency notice.

(1) On October 2, 2001, the Company received the Proposal. (Exhibit A)

(2) On October 12, 2001, Mr. Crapo was advised by the Company, within 14 days of our receipt of the Proposal, that he was required to submit proof of ownership of the Company stock satisfying the eligibility requirements of Rule 14a-8(b)(1) and that the Proposal exceeded the maximum number of words permitted under Rule 14a-8(d). (Exhibit B)

(3) On October 13, 2001, Mr. Crapo submitted brokerage statements indicating that his position in the Company common stock had been received at the time of the Merger in exchange for shares of heritage Morgan. The letter accompanying the brokerage statements states that the Proposal complies with the maximum number of words permitted by the Proxy Rules. (Exhibit C)

(4) On November 2, 2001, the Company notified Mr. Crapo that the deficiencies noted earlier had not been cured and that we intended to exclude it from the Proxy Materials. (Exhibit D)

II. Additional Basis for Omission of Proposal: Rule 14a-8(d)

A. The Proposal exceeds 500 words.

Rule 14a-8(d) requires a proposal and the supporting statement to be no more than 500 words in length. The Proposal, including the letter appended to the Proposal as a part of the supporting statement, exceeds 500 words.

B. Proponent was notified of and failed to cure the deficiency in accordance with Rule 14a-8(f)(1).

Rule 14a-8(f)(1) permits a company to exclude a proposal that exceeds the maximum word limitation provided that the proponent is notified of the deficiency within 14 days of the company's receipt of the proposal and fails to cure the deficiency within 14 days of receipt of the deficiency notice. As noted above, Mr. Crapo was notified within 14 days of our receipt of the Proposal that the Proposal exceeded the 500-word limit. (Exhibit B). Mr. Crapo did not acknowledge, and has failed to cure, the deficiency as of the date hereof. (Exhibit C).

The SEC Staff has confirmed that a proposal together with a supporting statement may be excluded from a company's proxy materials if the company has notified the proponent of the deficiency and the proponent has failed to cure within the prescribed timeframe. See: Northrup Grumman Corporation (available March 17, 2000); Minnesota Mining and Manufacturing Company (available February 27, 2000).

For the reasons set forth above, the Company respectfully requests the Staff to advise that it will not recommend enforcement action if Mr. Crapo's proposal is omitted from the Proxy Materials for the 2002 Annual Meeting of Stockholders of the Company. Should the Staff not agree with our conclusions or require any additional information in support or clarification of our position, please contact me prior to issuing your response. Your consideration is appreciated.

Very truly yours,

/s/

AJH:dc

cc: Mr. John Jennings Crapo

Jeremiah Thomas, Esq.

[APPENDIX]
Exhibit A

SEPT 29TH 2001

JOHN JENNINGS CRAPO

PO BOX 400151

CAMBRIDGE MA OZ140-0002

VIA CERTIFIED SEPT 29TH MAIL # 7001 1940 0001 5096 2795 RETURN RCPT REQUESTED PLEASE J.P. MORGAN CHASE & CO SECRETARY'S OFC

SECY MR ANTHONY J.

HORAN. ESQUIRE

270 PARK AVENUE

NEW YORK CITY NY

10017 - 2070

PAGE ONE(01 OF ELEVEN PAGES PLUS FOUR(04) PAGES OF EXHIBIT PLUS COPY OF MY TWO(02) PAGE LETTER TO THE HON U.S. A SOCURITIES AND EXCHANGE COMMISSION

DEAR MR/MS/MRS SECRETARY

RE SHAREHOLDER PROPOSAL FOR PRESENTATION AT NXT MEETING OF SHAREHOLDERS

CRAPO (PRO SE) 29 SEP 2001 P TWO(02) OF ELEVEN(11) PAGES J P MORGAN CHASE AND CO AND PROXIES MEETING HAS ASSEMBLED ANNUAL MEETING OF SHANEHOLDERS FOR INCLUSION TOO IN THE PROXY MEETING OF SAID MEETING PLEASE INCLUDE ACCOMPANY SUPPORTING STATEMENT IN PROXY STATEMENT

I'M THE OWNER OF 144 COMMON SHARES YOUR CORPORATION (JPM) WHICH I'VE OWNED IN A STREET ACCOUNT OVER ONE(01) YEAR WHICH I PLAN TO OWN UNTIL THE CLOSE OF YOUR NEXT ANNUAL MEETING OF JPM STOCKHOLDERS WHICH I PLAN TO ATTEND AND PRESENT THE SHARE HOLDER PROPOSAL IN EVENT YOU'VE QUESTONS OF ME OR OTHER COMMENTS PLEASE ASK THEM OF ME BY LETTER TO ME AT MY PO BOX ADDRESS.

SHAREHOLDER PROPOSAL

SHAREHOLDERS AND PROXIES MEETING IN ANNUAL MEETING OF SHAREHOLDERS AND PROXIES RESPECTFULLY RECOMMEND OUR BOARD OF DIRECTORS ("BOARD PUBLISH IN OUR PROXY STATEMENT OF THE NEXT ANNUAL MEETING OF ASSEMBLED SHAREHOLDERS OF JPM THE UNDATED LEHER TO MR JOHN CRAPO WHICH BRIEFLY IS AS FOLLOWS CONDENSED

ATTENTION PLEASE BOARD DEAR DIRECTORS

"I ANTICIPATE THE SURPRISE THIS BRINGS YOU ... REST ASSURED IT COMES WITH MY BEST. YOUR ADDRESS WAS AT THE COURTESY OF THE WORLD TRADE CENTER, SEPT ELEVENTH YEAR 2001 I SOLICIT YOUR UNDERSTANDING ... IT WILL BE BENEFICIAL TO ALL INVOLVED

"MY FATHER BECAME SUCCESSOR TO MY NATION'S GOVERNOR GENERAL. WE BECAME A REPUBLIC. THE GREAT WHITE EUROPEAN WOMAN. MOST GRACIOUS QUEEN, REGNANT EMANCIPATED US. MY PEOPLE HAD BEEN EXPLOITED BY NEAR EASTERN AND OTHER EUROPEANS BEFORE QUEEN ELIZABETH'S CHIEF EXECUTIVE SHIP. MANY WERE SOLD INTO SLAVERY. MY DAD DIED IN THE LATE 1990'S; HEID BEEN MY PRESIDENT UNTIL THE MID 1980'S

"THE PROMINENT PHYSICIAN WHO SOUGHT THE SOURCE OF THE WATER WAS HERE - YOU KNOW TO OF THE "ISLE OF CLOVES," TOO.

"I WAS STUDYING ACCROSS THE OCEANS WHEN THE FORMER PRESIDENT DIED. WE ARE POOR. LIFE EXPECTENCY FOR MEN IS 43.5 YEARS OF AGE ("YOA"). FOR WOMEN 48.54 YOA

"INSPITE MY FATHERLAND'S POVERTY MY FORMER PRESIDENT ACCUMULATED A PRINCE LY ESTATE BY THIRD WORLD STANDARDS. HE'D USED HIS PRESIDENT'S JOB TO LINITE "TWO(02) FORMER UNITED NATIONS TRUST DOMINIONS PROVIDING FOR ELECTED PARLIAMENT BUT PERMITTING THE FORMER ISLE SUITANATE WITH LOCAL AVTONOMY ... I RETURNED FOR THE FORMER RULER'S FUNERAL AND FOUND HE'D LEFT ME A KINGH SUM. PLEASE PRESENT THIS LET TER TO STOCHHOLDERS, ASKING THEY GIVE ME SOUND ADVKE."

WE REQUEST OUR BOARD CONVENE A SPECIAL MEETING OF STOCKHOLDERS AND PROXIES TO DISCUSS THE UNEDITTED LETTER AND SEND THE "SON" A REPORT VIA APPRORIATE DELIVERY SERVKE RETURN RECEIPT REQUESTED AS TO SHAREHOLDER IPNOXY ACTION

SUPRORTING STATEMENT COPY THE LETTER UNEDITTED HAS BEEN APPENDED THIS TO THIS STOCKHOLDER PROPOSAL VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED PLEASE SERVICE TO JPM # 7001 1940 0001 5096 2795

PRINCE PURPORTS TO RE A "STRANGER" COULD HRH BE A FORMER DEAN CHRISTOPHER COLUMBUS LANGDELL EMPLOYEE WHO SAID HE WAS AT HARVARD UNIVERSITY FINISHING HIS DOCTOR OF JURIDENTIAL SCIENIE WORK HAVING FULLY TRAINED AS A FRENCH LAWYER. MY SUSPECT SAID HE WAS TRAINED TOO IN BRITISH LAWYERING. HE SAID CASES IN HIS FATHER-LAND PROCEED LINDER FRENCH OR BRITISH COURT PROCEDURE AND ON ULTIMATE APPEAL TO THE QUEEN'S JUSHIE IT'S IN ACCORDANCY WITH BRITISH PRO-CEDURES OUT OF TROPICS AND NORTH OF EQUATOR

I WISH I KNEW MORE ABOUT THE SUSPECT. HIS COMMENTS WERE ORAL. HE ALLEDGED CHILA REARING IS BY GRAND. PARENTS IN DUE COURSE SUSPECT SAID HE WOULD FATHER FROM INFANTCY HIS GRAND CHILDREN I AM AN HARVARD UNIVERSITY LAW SCHOOL FIRED FILE CLERK. PRESUMING THE WORLD TRADE CENTER IN QUESTION DOESN'T HAVE PEOPLE LYING ON FLOOR OF IT'S SUBWAY BASEMENT IT'S NOT THEONE MADE INFAMOUS SEPT 11TH 2001. I AM A NON PRACTISING NON M.S. IN S.S. L.C.S.W.

SINCERELY

(MR) JOHN JERMINGS CRAPO

ENC IOSURES ONE(4 PP)

To J.P. MORGAN CHASE Document two (02) OF FOUR (04) Documents

JJC/

jjc

[INQUIRY LETTER]

SEPT 29 2001

ATTN: DIRECTOR /C.E.O.

Dear Sir,

I do foresee the surprise this letter will bring to you as it comes from a stranger. But rest assured as it comes with best of intentions. However, your address was courtesy of a business journal at the World Trade Center in Johannesburg. But after due consideration from your profile, I became aware and assured of your creditability of handling this trust and my future. Thus, after my humble decision to solicit for your understanding and co-operation in this transaction, as it will be beneficial to all of us involved.

My name is Joseph Nyerere from Tanzania. I am the son of the Late President of Tanzania Joseph Nyerere who died about two years ago. My father used his position then to make for Him and us some fortune. My father died after a protracted illness. I was studying overseas When my father died and I was forced to return for the funeral. His attorney notified me and my family about my father's will with his chambers. When I was going through the will. I discovered that my late father had deposited consignment-containing money with a private security company here in Johannesburg, Republic of South Africa. He deposited this consignment as valuables. The security company does not know that this consignment contains Cash money, except the attorney and me. The amount is Twenty-Five Million United States Dollars (US 25 MILLION). However, my aim of contacting you is to help me and take this sum into your nominated account in your country or any other part of the world. Secondly, you will also help me look for a profitable investment overseas because I don't have knowledge of International investments. As a result of my present situation, I won't be able to conclude this transaction alone.

If you are interested in helping me out try and contact me with the above fax or phone numbers Indicating your interest to-help me, not forgetting to include your private phone and fax numbers For easier communication. I will then furnish you with more details. I have mutually agreed to Compensate course of the transaction. Then the remaining 75% will remain for my family and Me, who you will help us invest.

Be informed that this transaction need utmost trust and confidentiality, Note also that the transaction attracts no risk on your side hence all the modalities for safe, smooth and successful I have arranged transaction. Looking forward to receiving your urgent reply. God Bless.

PRINCE JOSEPH NYERERE (JNR)

EMAIL ADD: princejosephjnr@yahoo.com

01-07-2001

[STAFF REPLY LETTER]
March 13, 2002

Response of the Office of Chief Counsel Division of Corporation Finance

Re: J.P. Morgan Chase & Co.

Incoming letter dated January 2, 2002

The proposal relates to publishing a letter in J.P. Morgan Chase's proxy statement.

There appears to be some basis for your view that J.P. Morgan Chase may exclude the proposal under rule 14a-8(b), because at the time the proponent submitted the proposal he did not own for one year 1% or $2,000 in market value of securities entitled to be voted at the meeting, as required by rule 14a-8(b). We note in particular that the proponent acquired shares of J.P. Morgan Chase's voting securities in connection with a plan of merger involving J.P. Morgan Chase. In light of the fact that the transaction in which the proponent acquired these shares appears to constitute a separate sale and purchase of securities for purposes of the federal securities laws, it is our view that the proponent's holding period for J.P. Morgan Chase shares did not commence earlier than December 31, 2000, the effective time of the merger. Accordingly, we will not recommend enforcement action to the Commission if J.P. Morgan Chase omits the proposal from its proxy materials in reliance on rule 14a-8(b). In reaching this position, we have not found it necessary to address the alternative basis for omission upon which J.P. Morgan Chase relies.

Sincerely,

/s/

Grace K. Lee

Attorney-Advisor