UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): July 6, 2004

J.P. MORGAN CHASE & CO.
(Exact name of registrant as specified in its charter)

DELAWARE	1-5805	13-2624428
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
270 Park Avenue,
New York, NY		10017
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 270-6000

Item 7. Financial Statements and Exhibits

      (c) Exhibits

            The following Exhibit is incorporated by reference into the Registration Statement on Form S-3 (333-52826) of J.P. Morgan Chase & Co. (the “Registrant”) as exhibit thereto and is filed as part of this Current Report.

8 Tax Opinion of Davis Polk & Wardwell

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

J.P. MORGAN CHASE & CO.
(Registrant)
By:	/s/ Anthony Horan
	Name:	Anthony Horan
	Title:	Corporate Secretary

Dated: July 7, 2004

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EXHIBIT INDEX
	Exhibit Number	Description
	8	Tax Opinion of Davis Polk & Wardwell

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