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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): October 19, 2005

JPMORGAN CHASE & CO.
(Exact name of registrant as specified in its charter)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On October 19, 2005, JPMorgan Chase & Co. (“JPMorgan Chase”) reported 2005 third quarter net income of $2.5 billion, or $0.71 per share, compared to net income of $1.4 billion, or $0.39 per share, for the third quarter of 2004. A copy of the 2005 third quarter earnings release is attached hereto as Exhibit 99.1, and a copy of the earnings release financial supplement is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

The earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of JPMorgan Chase’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause JPMorgan Chase’s results to differ materially from those described in the forward-looking statements can be found in the Quarterly Report on Form 10-Q for the quarters ended June 30, 2005 and March 31, 2005, and in the 2004 Annual Report on Form 10-K for the year ended December 31, 2004, of JPMorgan Chase filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s Internet site (http://www.sec.gov).

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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.

JPMORGAN CHASE & CO.
(Registrant)

By:/s/ Joseph L. Sclafani  
Joseph L. Sclafani

Executive Vice President and Controller
[Principal Accounting Officer]

Dated: October 19, 2005

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EXHIBIT INDEX

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EXHIBIT 12.1

JPMORGAN CHASE & CO.

Computation of Ratio of Earnings to Fixed Charges

EXHIBIT 12.2

JPMORGAN CHASE & CO.

Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements

Exhibit 99.1

JPMorgan Chase & Co. 270 Park Avenue, New York, NY 10017-2070 NYSE symbol: JPM
www.jpmorganchase.com

News release: IMMEDIATE RELEASE

JPMORGAN CHASE REPORTS 2005 THIRD-QUARTER NET INCOME OF $2.5 BILLION

New York, October 19, 2005 — JPMorgan Chase & Co. (NYSE: JPM) today reported 2005 third-quarter net income of $2.5 billion, or $0.71 per share, compared with net income of $1.4 billion, or $0.39 per share, for the third quarter of 2004. Current period results include $221 million (pre-tax) of merger charges, or $0.04 per share, reflecting the merger with Bank One Corporation completed on July 1, 2004. Excluding these charges, operating earnings were $2.7 billion, or $0.75 per share. Prior-year reported results included $752 million (pre-tax) of merger charges and $451 million (pre-tax) to conform accounting policies, or $0.21 per share. Excluding these charges, operating earnings were $2.2 billion, or $0.60 per share. Refer to the “Merger and other financial information” section of this press release for additional information concerning the merger.

William B. Harrison, Jr., Chairman and Chief Executive Officer, commented, “Results for the quarter were strong across most of our businesses. Trading revenue improved significantly, and investment banking fees remained strong.” Commenting on the financial impact of Hurricane Katrina to the firm, Mr. Harrison added, “While we continue to assess our exposure and potential losses, our consumer and wholesale businesses have taken charges related to the hurricane. As a member of the communities affected by Hurricane Katrina, we are committed to helping their leaders and citizens and our employees in the ongoing clean-up and rebuilding efforts.”

Jamie Dimon, President and Chief Operating Officer, said, “We are pleased both with the improved financial and operating results for the quarter and with a number of key merger-related accomplishments. In addition to completing the conversion of our credit card portfolio to a new state-of-the-art processing system, we also successfully executed our massive Texas conversion, which entailed uniting the Chase and Bank One franchises in Texas with common systems and branding. These accomplishments set the stage for the New York tri-state conversion. We remain intensely focused on harvesting further efficiencies from our merger, while strategically investing for growth and building a best-in-class franchise.”

JPMorgan Chase & Co.
News Release

In the discussion of the business segments below, information is presented on an operating basis. Operating basis excludes the after-tax impact of merger costs and costs related to the conformance of accounting policies. In addition, for the Investment Bank, operating basis includes in trading revenue net interest income related to trading activities; and for Card Services, operating basis excludes the impact of credit card securitizations. Further, in the discussion below, revenues are shown on a tax-equivalent basis. For more information about operating basis, as well as other non-GAAP financial measures used by management, see Notes 1 and 2. The following discussion compares the third quarter of 2005 with the third quarter of 2004 unless otherwise noted.

INVESTMENT BANK (IB)

Discussion of Results:
Operating earnings of $1.1 billion were strong, up $436 million, or 70%, from the prior year and 75% from the prior quarter. The increases were driven primarily by record trading revenues of $2.4 billion, up $1.6 billion from the prior year and $1.8 billion from the prior quarter. Trading results were strong across all trading areas. In addition, results benefited from continued strength in investment banking fees. Partially offsetting the improved revenues were higher performance-based incentive compensation and a reduced benefit from the loan loss provision.

Net revenue of $4.5 billion was a quarterly record, up $1.8 billion, or 65%, from the prior year and up 62% from the prior quarter. Investment banking fees of $985 million were up 8% from the prior year showing continued strength. Europe was a strong contributor to these results, benefiting from the joint venture with Cazenove. Advisory fees of $300 million were up 10% over the prior year. Debt underwriting fees of $475 million were roughly flat to the prior year, while equity underwriting fees of $210 million were up 24% over the prior year and more than doubled versus last quarter. Fixed Income Markets revenue of $2.4 billion represented a record quarter, more than double the prior year and up 71%, or $1.0 billion, from the prior quarter. The increase over both periods was driven by strong trading results in all areas, with particular strength in energy, an area of significant investment. Client-related and proprietary trading were very strong across all asset classes. Equity Markets revenue of $713 million increased by $258 million, or 57%, over the prior year and $641 million over the prior quarter. This performance was driven primarily by improved trading results across regions and by higher commissions.

The provision for credit losses was a benefit of $46 million, compared with a benefit of $151 million in the prior year and a $343 million benefit in the prior quarter. The benefit reflects the continued strong quality of the credit portfolio.

Noninterest expense was $2.9 billion, up $951 million, or 49%, from the prior year and up $697 million, or 32%, from the prior quarter. The increase in both periods was primarily driven by higher performance-based incentive compensation. The comparison to the prior year was also affected by the joint venture with Cazenove, which closed in the first quarter of 2005.

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JPMorgan Chase & Co.
News Release

Other Highlights Include:

RETAIL FINANCIAL SERVICES (RFS)

Discussion of Results:
Operating earnings of $656 million were down $166 million, or 20%, from the prior year. Results reflected a special provision for credit losses of $250 million attributable to Hurricane Katrina. Excluding the impact of the special provision, operating earnings would have been $811 million, down $11 million, or 1%. Performance reflected lower MSR risk management results, a net loss associated with the transfer of auto loans to held-for-sale, and narrower spreads on consumer real estate loans. Earnings benefited from favorable credit trends and lower expenses due to merger-related expense savings and other efficiencies. Production results were strong across most product offerings and included year-over-year increases of 8% in checking accounts, 15% in mortgage originations and 8% in average home equity balances.

Net revenue was down 6%, or $210 million, from the prior year, to $3.6 billion. Net interest income of $2.5 billion declined by $194 million, primarily due to both narrower spreads on consumer real estate loans and the absence of loan portfolios sold in late 2004 and early 2005. These decreases were partially offset by higher mortgage and home equity balances. Noninterest revenue of $1.1 billion was down $16 million, or 1%, driven by a reduction of $191 million in MSR risk management revenue and a $48 million write-down on auto loans transferred to held-for-sale. Higher prime mortgage production revenue provided a favorable offset.

The provision for credit losses was $378 million, up $139 million, or 58%, from the prior year. Excluding the special provision for Hurricane Katrina, the provision for credit losses was $128 million, down $111 million, or 46%. Results reflected lower net charge-offs, continued good credit quality trends across all business segments and the benefit of certain portfolios in run-off.

Noninterest expense was $2.2 billion, down $82 million, or 4%, from the prior year. The reduction reflected increased operating efficiencies in nearly all businesses, partially offset by

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JPMorgan Chase & Co.
News Release

ongoing investments in retail banking distribution and sales and increased depreciation expense on owned automobiles subject to operating leases.

Home Finance operating earnings were $235 million, down $105 million from the prior year. Excluding the special provision for credit losses associated with Hurricane Katrina, operating earnings would have been $322 million, down $18 million from the prior year.

Operating earnings for the Prime Production & Servicing segment totaled $67 million, down $36 million. The decline in performance was the result of MSR risk management losses of $38 million, a decrease of $191 million. Earnings benefited from higher production-related revenue attributable to increased margins and volume and lower expenses. Improvement during the quarter reflected a better mix of loan production from more profitable origination channels and reduced cost to originate. Mortgage servicing revenue was $161 million, up $27 million, benefiting from a 5% increase in third-party loans serviced.

Operating earnings for the Consumer Real Estate Lending segment totaled $168 million, down $69 million. Excluding the special provision for credit losses related to Hurricane Katrina, operating earnings totaled $255 million, up $18 million. Improvement reflected increased loan balances and the absence of prior-year write-downs attributable to subprime mortgage loans held-for-sale. These benefits were offset by narrower spreads on the home equity loan portfolio, largely due to accelerated loan payoffs.

Other Highlights Include:

Consumer & Small Business operating earnings were $356 million, down $21 million from the prior year. Excluding the special provision for credit losses related to Hurricane Katrina, operating earnings would have been $412 million, up $35 million. Net revenue was essentially unchanged from the prior year. Higher deposit balances and increased debit and credit card fees were offset by declines in deposit spreads and service charges and by lower investment sales revenue related to a shift in the product sales mix. Earnings benefited from a lower provision and a decline in expenses as a result of merger efficiencies, despite continued investment in retail banking distribution and sales.

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JPMorgan Chase & Co.
News Release

Other Highlights Include:

Auto & Education Finance operating earnings were $47 million, down $38 million from the prior year. Excluding the special provision for credit losses related to Hurricane Katrina, operating earnings would have been $59 million, down $26 million. This decline in performance reflected a net loss of $43 million, associated with the transfer of $1.5 billion of auto loans to held-for-sale as well as lower loan and lease-related assets. Favorable credit trends and lower credit costs continued to provide an offset to reduced operating revenue. Excluding the impact of increased depreciation expense on owned automobiles subject to operating leases, expenses declined as the cost structure was aligned with reduced production volumes.

Other Highlights Include:

Insurance operating earnings were $18 million, down $2 million from the prior year, on net revenue of $158 million. The decline was primarily due to increased proprietary annuity sales commissions, partially offset by increased net interest spread earned on proprietary annuity activity.

Other Highlights Include:

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JPMorgan Chase & Co.
News Release

CARD SERVICES (CS)

Discussion of Results:
Operating earnings of $541 million were up $120 million, or 29%, from the prior year. Results reflected a special provision for credit losses of $100 million attributable to Hurricane Katrina. Excluding the impact of the special provision, operating earnings would have been $603 million, up $182 million, or 43%. Results benefited from higher revenue and lower expenses. Lower expenses were driven by merger savings, including lower compensation and processing costs. Partially offsetting these benefits was a higher provision for credit losses related to increased bankruptcies.

Net revenue was $4.0 billion, up $209 million, or 6%, from the prior year. Net interest income was $3.0 billion, up $53 million, or 2%, due to higher loan balances, partially offset by an increase in loan balances in their introductory rate period. Noninterest revenue of $1.0 billion was up $156 million, or 18%. This increase was driven by higher charge volume resulting in increased interchange income, partially offset by higher volume-driven payments to partners and by rewards expense.

The provision for credit losses was $1.8 billion, up $171 million, or 10%. This increase was driven by three factors. First, there were higher bankruptcy-related net charge-offs, which were partially offset by lower contractual net charge-offs. Second, the provision was increased by $100 million, related to significantly higher bankruptcy filings due to the pending change in legislation. The final factor was the special provision for credit losses of $100 million, related to Hurricane Katrina. Despite a record level of bankruptcy losses, the net charge-off rate improved, and the delinquency rate continued to be low. The managed net charge-off rate for the quarter declined to 4.70%, down from 4.88% in the prior year and 4.87% in the prior quarter. The 30-day managed delinquency rate was 3.39%, down from 3.81% in the prior year but up seasonally from 3.34% in the prior quarter.

Noninterest expense of $1.3 billion decreased by $151 million, or 11%. The decrease was driven primarily by lower processing and compensation costs. Both of these reductions were primarily related to merger savings, reduced vendor cost, the TSYS conversion and headcount reductions.

Other Highlights Include:

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JPMorgan Chase & Co.
News Release

COMMERCIAL BANKING (CB)

Discussion of Results:
Operating earnings were $301 million, up $86 million, or 40%, from the prior year. Results reflected a special provision for credit losses of $35 million, attributable to Hurricane Katrina. Excluding the impact of the special provision, earnings would have been $323 million, up $108 million, or 50%. This increase was due to a lower provision for credit losses, growth in revenue and a decline in expenses.

Net revenue was $909 million, up $76 million, or 9%, from the prior year. Net interest income was $654 million, up $46 million, or 8%, due to higher spreads and volume related to liability balances and increased loan balances, partially offset by lower loan spreads. Noninterest revenue was $255 million, up $30 million, or 13%, primarily reflecting growth in investment banking revenue, partially offset by lower service charges on deposits.

Each business within Commercial Banking showed revenue growth over the prior year. Middle Market revenue was $592 million, an increase of $41 million, or 7%, driven by increased liability spreads and higher liability and loan balances. Corporate Banking revenue of $140 million increased by $31 million, or 28%, due to growth in investment banking revenue and wider spreads on higher liability balances. Real Estate revenue was $143 million, up $20 million, or 16%, primarily reflecting increased liability balances and wider spreads.

Provision for credit losses was a net benefit of $46 million, an improvement from both the prior year and prior quarter of $60 million and $188 million, respectively. Excluding the special provision of $35 million related to Hurricane Katrina, the provision for credit losses would have been a net benefit of $81 million, compared with a provision of $14 million in the prior year and $142 million in the prior quarter. The positive variance from the prior periods was the result of improved underlying credit quality, particularly in Middle Market. In addition, continued management of the portfolio led to a decline in nonperforming loans of $210 million, or 36%, from the prior year and $65 million, or 15%, from the prior quarter.

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JPMorgan Chase & Co.
News Release

Noninterest expense was $461 million, down $19 million, or 4%, from the prior year, primarily due to lower compensation costs. Partially offsetting this benefit were increased unit costs for Treasury Services products.

Other Highlights Include:

TREASURY & SECURITIES SERVICES (TSS)

Discussion of Results:
Operating earnings were $263 million, up $167 million from the prior year. Earnings benefited from higher revenues, due to wider spreads on liability balances, business growth, and increased liability balances, and lower expenses. Prior-year results included a software-impairment charge of $53 million (after-tax).

Net revenue of $1.6 billion was up $217 million, or 16%, from the prior year. Noninterest revenue was $1.0 billion, up $125 million, or 14%. The improvement was due to an increase in assets under custody to $11.0 trillion, primarily driven by market value appreciation and new business; the acquisition of Vastera, and growth in foreign exchange, securities lending and wholesale card revenues, driven primarily by broader product usage by existing customers. Partially offsetting this growth in noninterest revenue were lower service charges on deposits. Net interest income was $510 million, up $92 million from the prior year, primarily resulting from wider spreads on liability balances and an increase of 22% in average liability balances, to $167 billion.

Treasury Services net revenue of $648 million grew by $19 million, or 3%, from the prior year. Investor Services net revenue of $536 million grew by $132 million, or 33%, and Institutional Trust Services net revenue of $372 million grew by $66 million, or 22%. TSS firmwide net revenue, which includes Treasury Services net revenue recorded in other lines of business, grew to $2.2 billion, up $299 million, or 16%. In the aggregate, Treasury Services firmwide net revenue grew to $1.3 billion, up $101 million, or 8%.

Credit reimbursement to the Investment Bank was $38 million, a decrease of $5 million from the prior year. TSS is charged with a credit reimbursement related to certain exposures managed within the Investment Bank credit portfolio on behalf of clients shared with TSS.

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JPMorgan Chase & Co.
News Release

Noninterest expense was $1.1 billion, down $49 million from the prior year. The reduction was primarily due to a significant software-impairment charge of $85 million in the prior year, lower allocations of Corporate segment expenses and increased product unit costs charged to other lines of business, primarily Commercial Banking. Partially offsetting these decreases was higher compensation expense, primarily related to new business growth and the Vastera acquisition.

Other Highlights Include:

ASSET & WEALTH MANAGEMENT (AWM)

Discussion of Results:
Operating earnings were a record $315 million, up $118 million, or 60%, from the prior year. Performance was driven by increased revenues, partially offset by higher compensation expense.

Net revenue was $1.4 billion, up $256 million, or 21%, from the prior year. Noninterest revenue of $1.2 billion was up $258 million, or 28%. This increase was primarily due to the acquisition of a majority interest in Highbridge Capital Management in the fourth quarter of 2004 and net asset inflows, mainly in equity-related and liquidity products. Also contributing to the increase were global equity market appreciation and increased brokerage activity. Net interest income was $267 million, essentially unchanged from the prior year, as higher deposit and loan balances and wider loan spreads were offset by lower deposit spreads.

Private Bank client segment revenue grew 10% from the prior year, to $421 million, and Retail client segment revenue grew 42%, to $415 million. Institutional client segment revenue grew 34%, to $358 million, primarily due to the consolidation impact of Highbridge. Private Client Services client segment revenue grew 2%, to $255 million.

Assets under Supervision were $1.2 trillion, up 15% from the prior year, and Assets under Management were a record $828 billion, up 13%. The increases were primarily the result of market appreciation; net asset inflows primarily in equities and liquidity products; and the acquisition of a majority interest in Highbridge Capital Management. Custody, brokerage, administration and deposits were $325 billion, up 21%, primarily due to market appreciation and net inflows.

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JPMorgan Chase & Co.
News Release

Provision for credit losses was a $19 million benefit, compared with a $1 million provision in the prior year.

Noninterest expense of $976 million was up $92 million, or 10%, from the prior year. This increase was primarily the result of the acquisition of Highbridge and higher performance-based incentives, partially offset by the benefit of expense efficiencies.

Other Highlights Include:

CORPORATE

Discussion of Results:
Operating loss was $475 million, compared with a loss of $219 million in the prior year.

Net revenue was negative $391 million, compared with negative $58 million in the prior year. Net interest income was negative $645 million, compared with negative $536 million. The decline was driven primarily by repositioning of the treasury portfolio in prior periods. Noninterest revenue of $254 million declined by $224 million, primarily due to the absence of a one-time gain on the sale of an investment, and treasury portfolio losses of $43 million versus gains of $109 million in the prior year. This was partially offset by private equity gains of $313 million, an increase of $78 million from the prior year.

Noninterest expense was $382 million, down $124 million, or 25%, from the prior year. The expense decline was primarily due to lower compensation, merger-related savings and other efficiencies.

Other Highlights Include:

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JPMorgan Chase & Co.
News Release

JPMORGAN CHASE (JPMC)

Third-quarter financial results for JPMC included the following:

                    (1) Excludes the affect of the Hurricane Katrina provisions in Commercial Banking, Asset & Wealth Management and Corporate.

Discussion of Results:
Operating earnings were $2.7 billion, up $505 million, or 23%, from the prior year. The increase in earnings was driven by revenue growth, partially offset by higher expenses and provision for loan losses.

During the third quarter, a special provision for credit losses of $400 million was taken to cover probable credit losses due to Hurricane Katrina. This provision is related to expected credit losses for businesses and individuals who are located in the affected areas of the Gulf Coast region. The special provision was established based upon management’s current estimate of probable loss and may be updated as the quality of data and full access to the impacted areas improve. In developing the estimate of probable credit losses, management considered factors such as the areas most severely affected, level and type of insurance coverage, collateral and lien position, direct communication with customers, financial condition of the borrower, environmental impact and other factors.

Net revenue was $15.6 billion, up $2.0 billion, or 15%, from the prior year. Noninterest revenue of $8.9 billion was up $2.1 billion, or 31%, primarily due to record trading revenues of $2.4 billion. Noninterest revenue also benefited from higher asset management, administration and commissions revenues, and increased credit card revenue. Partially offsetting this growth were securities losses on the treasury portfolio compared with gains in the prior year and lower deposit-related fees. Net interest income was $6.6 billion, down $149 million, or 2%, primarily due to narrower spreads on consumer and wholesale loans and the reduced level of the treasury portfolio. These declines were partially offset by higher consumer and wholesale loan balances.

The provision for credit losses was $2.1 billion, up $348 million from the prior year. The increase was due to a $400 million special provision related to Hurricane Katrina. Excluding the impact of the special provision, wholesale provision for credit losses was a benefit of $149 million for the quarter, compared with a benefit of $137 million in the prior year, reflecting continued strength in credit quality. The wholesale loan net recovery rate was 0.12% for the quarter, a slight improvement compared with a net recovery rate of 0.08% in the prior year. Excluding the impact of the special provision related to Hurricane Katrina, total consumer

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JPMorgan Chase & Co.
News Release

managed provision for credit losses was $1.9 billion, slightly lower than the prior year, reflecting lower net charge-offs and positive seasonal delinquency trends in Retail Financial Services. Partially offsetting the reduction was a higher provision in Card Services, primarily related to accelerated bankruptcy filings due to the pending change in bankruptcy legislation. The managed net charge-off rate for Card Services declined to 4.70% from 4.88%. Retail Financial Services net charge-off rate was 0.31%, compared with 0.47%. The firm had total nonperforming assets of $2.8 billion at September 30, 2005, down $798 million, or 22%, from the prior-year level of $3.6 billion.

Noninterest expense was $9.2 billion, up $618 million, or 7%, from the prior year, driven primarily by higher performance-based incentive compensation. Salary and benefit expenses also increased, reflecting acquisitions and business growth. Noncompensation expenses decreased in most categories, reflecting merger-related savings, other efficiencies and lower software-impairment charges.

Other Corporate Items

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JPMorgan Chase & Co.
News Release

Merger and other financial information

Notes:

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JPMorgan Chase & Co.
News Release

JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $1.2 trillion and operations in more than 50 countries. The firm is a leader in investment banking, financial services for consumers and businesses, financial transaction processing, asset and wealth management, and private equity. A component of the Dow Jones Industrial Average, JPMorgan Chase has its corporate headquarters in New York and its U.S. consumer and commercial banking headquarters in Chicago. Under the JPMorgan, Chase and Bank One brands, the firm serves millions of consumers in the United States and many of the world’s most prominent corporate, institutional and government clients. Information about the firm is available at www.jpmorganchase.com.

JPMorgan Chase will host a conference call today at 9:00 a.m. (Eastern time) to review third-quarter financial results. Investors can call (800) 810-0924 (domestic) / (913) 981-4900 (international), or participate via live audio webcast. The live audio webcast and presentation slides will be available on www.jpmorganchase.com. A replay of the conference call will be available beginning at 12:00 p.m. (Eastern time) on October 19, 2005, through midnight, Friday October 28, 2005 (Eastern time), at (888) 203-1112 (domestic) or (719) 457-0820 (international); access code 4236619. The replay also will be available on www.jpmorganchase.com. Additional detailed financial, statistical and business-related information is included in a financial supplement. The earnings release and the financial supplement are available on the JPMorgan Chase Internet site (www.jpmorganchase.com).

This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of JPMorgan Chase’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause JPMorgan Chase’s results to differ materially from those described in the forward-looking statements can be found in the Quarterly Report on Form 10-Q for the quarters ended June 30, 2005 and March 31, 2005, and in the 2004 Annual Report on Form 10-K for the year ended December 31, 2004, of JPMorgan Chase, each filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s Internet site (http://www.sec.gov).

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JPMORGAN CHASE & CO. CONSOLIDATED FINANCIAL HIGHLIGHTS (in millions, except per share, ratio and headcount data)

Note: Effective July 1, 2004, Bank One Corporation (“Bank One”) merged with and into JPMorgan Chase & Co. (“JPMorgan Chase”). Bank One’s results of operations are included in JPMorgan Chase’s results beginning July 1, 2004. In accordance with U.S. GAAP, the results of operations for the third and second quarters of 2005, and third quarter of 2004, each reflect three months of results of operations for the combined Firm.

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Exhibit 99.2

EARNINGS RELEASE FINANCIAL SUPPLEMENT

THIRD QUARTER 2005

JPMORGAN CHASE & CO.
TABLE OF CONTENTS

Page 1

EXPLANATORY NOTE

     The unaudited pro forma combined historical financial information contained in this document is being furnished pursuant to Regulation FD in order to assist investors in understanding (i) how the financial information of JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) and Bank One Corporation (“Bank One”) may have appeared on a combined basis had the two companies actually been merged as of the earliest date indicated and (ii) how the financial information of the lines of business of the company may have appeared had the two companies actually been merged as of the earliest date indicated and had such business segments existed in the combined company as of the earliest date indicated. The information presented is intended to be supplementary financial information only and is not intended to be incorporated by reference into registration statements or reports filed by JPMorgan Chase & Co. under the Securities Act of 1933 or the Securities Exchange Act of 1934, as the case may be.

     The unaudited pro forma combined historical financial information has been derived from and should be read in conjunction with the historical financial statements and related notes of JPMorgan Chase and Bank One, as filed with the Securities and Exchange Commission.

     The unaudited pro forma combined historical financial information includes (i) purchase price adjustments as of July 1, 2004, to reflect the merger as of such date of Bank One with JPMorgan Chase, (ii) estimated adjustments to record the assets and liabilities of Bank One at their respective fair values as of July 1, 2004, and (iii) adjustments for changes in management accounting policies as of July 1, 2004.

     The unaudited pro forma combined historical financial information is presented for illustrative purposes only. This information does not include:

     For the reasons stated above, the unaudited pro forma combined historical financial information included in this document does not necessarily indicate the combined results of operations or the combined financial position of the company that would have resulted had the merger actually been completed at the beginning of the applicable periods presented nor is it indicative of the actual results of operations or the financial position of the Firm since July 1, 2004 nor is it indicative of the results of operations or the financial position of the Firm in future periods.

Page 2

JPMORGAN CHASE & CO.
CONSOLIDATED FINANCIAL HIGHLIGHTS
(in millions, except per share, ratio and headcount data)

		QUARTERLY TRENDS																												YEAR-TO-DATE
																																							Pro Forma Combined (h)
																						3Q05 Change																					2005 Change
		3Q05				2Q05				1Q05				4Q04				3Q04				2Q05				3Q04				2005				2004(g)					2004				2004
SELECTED INCOME STATEMENT DATA
Total Net Revenue		$	14,465			$	12,743			$	13,647			$	12,950			$	12,505				14	%			16	%		$	40,855			$	30,147				$	39,591				3	%
Provision for Credit Losses (a)			1,245				587				427				1,157				1,169				112				7				2,259				1,387					1,570				44
Noninterest Expense			9,464				10,899				9,937				9,386				9,377				(13	)			1				30,300				24,973					31,118				(3	)
Net Income			2,527				994				2,264				1,666				1,418				154				78				5,785				2,800					4,878				19
Per Common Share:
Net Income Per Share — Diluted		$	0.71			$	0.28			$	0.63			$	0.46			$	0.39				154				82			$	1.62			$	1.06				$	1.35				20
Cash Dividends Declared Per Share			0.34				0.34				0.34				0.34				0.34				—				—				1.02				1.02					1.02				—
Book Value Per Share			30.26				29.95				29.78				29.61				29.42				1				3				30.26				29.42					29.42				3
Closing Share Price			33.93				35.32				34.60				39.01				39.73				(4	)			(15	)			33.93				39.73					39.73				(15	)
Common Shares Outstanding:
Weighted-Average Diluted Shares Outstanding			3,547.7				3,548.3				3,569.8				3,602.0				3,592.0				—				(1	)			3,555.1				2,598.5					3,590.0				(1	)
Common Shares Outstanding at Period-end			3,503.4				3,514.0				3,525.3				3,556.2				3,564.1				—				(2	)			3,503.4				3,564.1					3,564.1				(2	)
SELECTED RATIOS:
Return on Common Equity (“ROE”) (b)			9	%			4	%			9	%			6	%			5	%											7	%			6	%				6	%
Return on Equity-Goodwill (“ROE-GW”) (b) (c)			16				6				15				11				9												12				8					10
Return on Assets (“ROA”) (b) (d)			0.84				0.34				0.79				0.57				0.50												0.66				0.42					0.58
Tier 1 Capital Ratio			8.2	(f)			8.2				8.6				8.7				8.6
Total Capital Ratio			11.3	(f)			11.3				11.9				12.2				12.0
SELECTED BALANCE SHEET DATA (Period-end)
Total Assets		$	1,203,033			$	1,171,283			$	1,178,305			$	1,157,248			$	1,138,469				3				6			$	1,203,033			$	1,138,469				$	1,138,469				6
Wholesale Loans			151,591				149,588				137,401				135,067				132,344				1				15				151,591				132,344					132,344				15
Consumer Loans			268,913				266,437				265,268				267,047				261,357				1				3				268,913				261,357					261,357				3
Deposits			535,123				534,640				531,379				521,456				496,454				—				8				535,123				496,454					496,454				8
Common Stockholders’ Equity			105,996				105,246				105,001				105,314				104,844				1				1				105,996				104,844					104,844				1
Headcount			168,955				168,708				164,381				160,968				162,275				—				4				168,955				162,275					162,275				4
LINE OF BUSINESS EARNINGS
Investment Bank		$	1,063			$	606			$	1,325			$	660			$	627				75				70			$	2,994			$	2,288				$	2,994				—
Retail Financial Services			656				980				988				775				822				(33	)			(20	)			2,624				1,424					2,504				5
Card Services			541				542				522				515				421				—				29				1,605				759					1,166				38
Commercial Banking			301				174				243				254				215				73				40				718				354					738				(3	)
Treasury & Securities Services			263				229				245				145				96				15				174				737				295					292				152
Asset & Wealth Management			315				283				276				263				197				11				60				874				418					616				42
Corporate (e)			(475	)			(486	)			(687	)			(296	)			(219	)			2				(117	)			(1,648	)			357					(337	)			(389	)
Total Operating Earnings			2,664				2,328				2,912				2,316				2,159				14				23				7,904				5,895					7,973				(1	)
Reconciling Items (After-Tax):
Merger Costs			(137	)			(173	)			(90	)			(324	)			(462	)			(21	)			(70	)			(400	)			(522	)				(522	)			(23	)
Litigation Reserve Charge			—				(1,161	)			(558	)			—				—			NM				NM					(1,719	)			(2,294	)				(2,294	)			(25	)
Accounting Policy Conformity			—				—				—				(326	)			(279	)		NM				NM					—				(279	)				(279	)			NM
Net Income		$	2,527			$	994			$	2,264			$	1,666			$	1,418				154				78			$	5,785			$	2,800				$	4,878				19

Note: Effective July 1, 2004, Bank One Corporation (“Bank One”) merged with and into JPMorgan Chase & Co. (“JPMorgan Chase”). Bank One’s results of operations are included in JPMorgan Chase’s results beginning July 1, 2004. In accordance with U.S. GAAP, the results of operations for the third, second and first quarters of 2005, and fourth and third quarters of 2004, each reflect three months of results of operations for the combined Firm. The results of operations for year-to-date 2005 reflect nine months of results of operations for the combined Firm, while year-to-date 2004 reflects six months of results of operations for heritage JPMorgan Chase and three months of results of operations for the combined Firm.

 

(a)		Third quarter 2005 includes a special provision related to Hurricane Katrina: Retail Financial Services $250 million, Card Services $100 million, Commercial Banking $35 million, Asset & Wealth Management $3 million and Corporate $12 million.
(b)		Based on annualized amounts.
(c)		Net income applicable to common stock divided by Total average common equity (net of goodwill). The Firm uses return on equity less goodwill, a non-GAAP financial measure, to evaluate the operating performance of the Firm. The Firm utilizes this measure to facilitate operating comparisons to other competitors.
(d)		Represents Net income divided by Total average assets.
(e)		Includes Private Equity, Treasury, and corporate staff and other centrally managed expenses.
(f)		Estimated.
(g)		Includes three months of the combined Firm’s results and six months of heritage JPMorgan Chase results.
(h)		Represents the combined financial information of JPMorgan Chase and Bank One had the two companies actually been merged as of the earliest date indicated. For a further discussion on the pro forma combined financial information, see the Explanatory Note on page 2.

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JPMORGAN CHASE & CO. STATEMENTS OF INCOME — REPORTED BASIS (in millions, except per share, ratio and headcount data)