Issuer:

JPMorgan Chase Capital XXIII (the "Trust"), a Delaware statutory trust, the sole assets of which will be junior subordinated debt securities issued by JPMorgan Chase & Co. ("JPMorgan Chase"). JPMorgan Chase will own all common securities of the Trust.

Guarantor:

JPMorgan Chase

Securities:

Floating Rate Capital Securities, Series W

Legal Format:

SEC Registered

Aggregate Liquidation Amount:

$750,000,000

Liquidation Amount:

$1,000 per capital security

Distributions:

Three-month LIBOR plus 1.00% until Scheduled Maturity Date. The rate for the initial distribution period will be equal to LIBOR plus 1.00% for the three-month period beginning on the Settlement Date, to be determined on the second London Business Day prior to the Settlement Date.

CUSIP/ISIN:

48123U AA2/US48123UAA25

Ratings:

Moody's Investors Service: Aa3
Standard & Poor's: A
Fitch: A+

Settlement Date:

May 24, 2007 (T+4)

Scheduled Maturity Date:

May 15, 2047

Final Repayment Date:

May 15, 2077

Interest Payment Dates:

Paid quarterly on each February 15, May 15, August 15, and November 15, commencing August 15, 2007, until Scheduled Maturity Date

Interest Rate Index:

Three-month LIBOR until Scheduled Maturity Date

Re-offer Spread to Index:

Three-month LIBOR plus 104 bps until Scheduled Maturity Date

Day Count Convention:

Actual/360

Optional Redemption:

JPMorgan Chase may redeem the Floating Rate Capital Securities, in whole or in part, at any time on or after May 15, 2012, or in whole but not in part, at any time after the occurrence of a tax event, rating agency event or capital treatment event, at 100% of their principal amount plus accrued and unpaid interest.

Interest Rate after Scheduled Maturity Date:

One-month LIBOR plus 2.03% payable on the 15th of each calendar month based on Actual/360

Deferral Provision:

The Trust will defer payments on the Floating Rate Capital Securities for up to 10 years if JPMorgan Chase defers payments on the underlying junior subordinated debt securities. Payments cannot be deferred beyond the maturity date of the junior subordinated debt securities on May 15, 2077. Any deferred payments will accrue additional interest at the then applicable rate, compounded on each interest payment date.

Replacement Capital Covenant:

A replacement capital covenant will apply until May 15, 2057.

Public Offering Price:

$994.23

Underwriting Commissions:

$7,500,000

Use of Proceeds:

General corporate purposes

Sole Structuring Advisor and Bookrunner:

J.P. Morgan Securities Inc.

Co-Managers:

Bear, Stearns & Co. Inc

BB&T Capital Markets, a division of Scott and Stringfellow, Inc.

Keefe, Bruyette & Woods, Inc.

SunTrust Capital Markets, Inc

The Williams Capital Group, L.P.

Wells Fargo Securities, LLC

Allocation:

Aggregate Liquidation Amount

J.P. Morgan Securities Inc.

$ 690,000,000

Bear, Stearns & Co. Inc

15,000,000

BB&T Capital Markets, a division of Scott and Stringfellow, Inc.

7,500,000

Keefe, Bruyette & Woods, Inc.

7,500,000

SunTrust Capital Markets, Inc

7,500,000

The Williams Capital Group, L.P.

7,500,000

Wells Fargo Securities, LLC

7,500,000

___________________________

Total

$ 750,000,000