________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the fiscal year ended December 31, ~~2001 Commission file number 001-15323~~ 2003

Commission file number 001-15323

BANK ONE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		31-0738296
(State or other jurisdiction of		(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
incorporation or organization)		Identification No.)

1 Bank One Plaza, Chicago, Illinois 60670

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (312) 732-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange on which Registered
		Name of Each Exchange on
Common Stock, $0.01 par value		New York Stock Exchange
Title of Each Class		which Registered
		Chicago Stock Exchange
Common Stock, $0.01 par value		New York Stock Exchange Chicago Stock Exchange
7 1/4% Subordinated Debentures Due 2004		New York Stock Exchange
8.10% Subordinated Notes Due 2002		New York Stock Exchange
Guarantee of 8.00% Preferred Securities of BANK ONE Capital I		New York Stock Exchange
Guarantee of 8.50% Preferred Securities of BANK ONE Capital II		New York Stock Exchange
Guarantee of 8.00% Preferred Securities of BANK ONE Capital V		New York Stock Exchange
Guarantee of 7.20% Preferred Securities of BANK ONE Capital VI		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [ü] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ü] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

At December 31, 2003, the Corporation had 1,119,582,033 shares of its Common Stock, $0.01 par value, outstanding. The aggregate market value of voting stock held by nonaffiliates of the Corporation at December 31, ~~2001~~2003, was approximately $39 40 billion (based on the ~~average~~ closing price of such stock onas ~~February~~of ~~21, 2002). At December 31, 2001,~~ the ~~Corporation~~last ~~had~~business ~~1,166,966,431~~day ~~shares~~ of ~~its~~the registrant’s ~~Common~~most ~~Stock,~~recently ~~$0.01~~completed ~~par~~second ~~value,~~fiscal ~~outstanding~~quarter).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s ~~2001~~2003 Annual Report to ~~Stockholders~~Shareholders are incorporated by reference into Parts I, II and IV. Portions of the registrant’s Proxy Statement relating to the registrant’s ~~2002~~2004 Annual Meeting of Stockholders are incorporated by reference into Part III.

BANK ONE CORPORATION

~~2001~~ 2003 ANNUAL REPORT ON FORM 10-K

Cross Reference

Page

Annual Report*

Form 10-K

Annual

Form

PART I

Cross Reference

Report*

10-K

Item 1.

Business

PART I

Description of Business

Item 1.

Business Description of Business

~~Business Segments~~

~~26-42~~Business Segments

34-53

~~Employees~~

Employees

~~Competition~~

Competition

~~Risk Management~~

47Risk Management

54-55

~~Monetary Policy and Economic Controls~~

Monetary Policy and Economic Controls

1-2

~~Supervision and Regulation~~

Supervision and Regulation

~~2-4~~

2-4

~~Forward Looking Statements~~

69Forward Looking Statements

~~4-5~~

4-5

~~Financial Review~~

~~23-101~~Financial Review

26-113

~~Item 2.~~

Item 2.

~~Properties~~

Properties

~~Item 3.~~

Item 3.

~~Legal Proceedings~~

95Legal Proceedings

107

~~Item 4.~~

Item 4.

~~Submission of Matters to a Vote of Security Holders~~

~~None~~Submission of Matters to a Vote of Security Holders

None

Executive Officers of the Registrant

PART II

~~Item 5.~~

Item 5.

~~Market for Registrant’s Common Equity and Related Stockholder Matters~~

~~98-99,~~Market ~~101~~for Registrant’s Common Equity and Related Stockholder Matters

110, 113

~~Item 6.~~

Item 6.

~~Selected Financial Data~~

~~24,~~Selected ~~101~~Financial Data

26, 113

~~Item 7.~~

Item 7.

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

~~24-69~~Management’s Discussion and Analysis of Financial Condition and Results of Operations

26-77

~~Item 7A.~~

Item 7A.

~~Quantitative and Qualitative Disclosures About Market Risk~~

~~48-50~~Quantitative and Qualitative Disclosures About Market Risk

57-61

~~Item 8.~~

Item 8.

~~Financial Statements and Supplementary Data~~

~~70-101~~Financial Statements and Supplementary Data

~~6-8~~

78-113

6-8

~~Item 9.~~

Item 9.

~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~

~~(1)~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

PART III

Item 9A

Controls and Procedures

Item 10.

Directors and Executive Officers of the Registrant

(2)

PART III

Item 11.

Executive Compensation

(2)

Item 10.

Directors and Executive Officers of the Registrant

)

Item 12.

Security Ownership of Certain Beneficial Owners and Management

(2)

Item 11.

Executive Compensation

)

Item 13.

Certain Relationships and Related Transactions

(2)

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

9(1

)

PART IV

Item 13.

Certain Relationships and Related Transactions

)

~~Item 14.~~

Item 14.

~~Exhibits, Financial Statement Schedules and Reports on Form 8-K~~

~~70-73~~Principal Accountant Fees and Services

~~11-13~~

)

PART IV

Item 15.

Exhibits, Financial Statement Schedules and Reports on Form 8-K

78-81

11-13

* The ~~2001~~2003 Annual Report to ~~Stockholders~~Shareholders, portions of which are incorporated by reference into this Form 10-K (the portions so incorporated being indicated by the pages referred to in this table).

(1) The ~~consolidated~~information ~~balance~~required ~~sheet~~by ~~for~~Items ~~the~~10, ~~year~~11, ~~ended December 31~~12, ~~2001~~13 and ~~the related consolidated statements of income~~14, ~~stockholders’ equity and cash flows for the year then ended were audited by KPMG LLP~~respectively, ~~whose report~~ is ~~included~~contained inunder the ~~2001~~following ~~Annual~~headings ~~Report~~in toBank ~~Stockholders.~~One’s ~~The~~definitive ~~consolidated~~proxy ~~balance~~statement ~~sheet~~relating asto ~~of December 31, 2000 and~~ the ~~related consolidated statements of income, stockholders~~registrant’s ~~equity~~2004 ~~and~~Annual ~~cash~~Meeting ~~flows for each~~ of ~~the~~Stockholders ~~years~~and inis ~~the~~expressly ~~two-year~~incorporated ~~period~~herein ~~ended December 31, 2000 were audited~~ by Arthur Andersen LLP, whose report is included on page 9 of this Form 10-K. The change in accountants was previously disclosed in Bank One’s Annual Report on Form 10-K for the year ended December 31, 2000.reference:

(2)		The information required by Items 10, 11, 12 and 13, respectively, is contained under the following headings in Bank One’s definitive proxy statement dated March 1, 2002 and is expressly incorporated herein by reference:
		Item 10—“Proposal 1—Election of Directors—Directors and Nominees’’ and ‘‘Section 16(a) Beneficial Ownership Reporting Compliance.’’
		Item 11—‘‘Compensation of Executive Officers,’’ ‘‘Director Meeting Attendance and Fee Arrangements,’’ and ‘‘Transactions with Directors, Executive Officers, Stockholders and Associates—Organization, Compensation and Nominating Committee Interlocks and Insider Participation.’’
		Item 12—‘‘Beneficial Ownership of Bank One’s Common Stock.’’
		Item 13— ‘‘Transactions with Directors, Executive Officers, Stockholders and Associates.’’


	Item 10—“Bank One Proposal 2: Election of Directors—General Information about the Nominees,” “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance.”

	Item 11—“Compensation of Executive Officers,” “Compensation and Organization Committee Report on Executive Compensation,” “Director Meeting Attendance and Fee Arrangements,” “Performance Graph” and “Transactions with Directors, Executive Officers, Stockholders and Associates—Compensation Committee Interlocks and Insider Participation.”

	Item 12—“Beneficial Ownership of Bank One’s Common Stock.”

	Item 13—“Transactions with Directors, Executive Officers, Stockholders and Associates.”

	Item 14—“Bank One Proposal 3: Ratification of Appointment of Independent Auditor” and “Report of the Audit and Risk Management Committee.”

DESCRIPTION OF BUSINESS

~~BANK ONE~~ ~~CORPORATION~~Bank One Corporation (“Bank One” or the “Corporation”) is a financial holding company (“FHC”) and a multibank bank holding company registered under the Bank Holding Company Act of 1956 (the “BHC Act”), and is headquartered in Chicago, Illinois. Bank One ~~became~~was ~~a financial~~incorporated ~~holding~~in ~~company~~Delaware ~~(“FHC”)~~in ~~under~~1998, ~~the~~to ~~Gramm-Leach-Bliley~~effect ~~Act~~the merger of ~~1999~~Banc ~~(the~~One ~~“GLB~~Corporation ~~Act”)~~and inFirst ~~August~~Chicago ~~2001~~NBD Corporation. ~~Bank~~On ~~One~~January 14, ~~was~~2004, ~~incorporated~~J.P. Morgan Chase & inCo. ~~Delaware~~and onBank ~~April~~One 9,entered ~~1998,~~into toan ~~effect~~agreement ~~the~~to merge ~~merger~~Bank ~~(the~~One ~~“Merger”)~~into ofJ.P. Morgan ~~Banc~~Chase. Bank One ~~Corporation~~ and ~~First Chicago NBD Corporation~~ J.P. Morgan ~~The~~Chase ~~Merger~~expect ~~became~~to ~~effective~~complete onthe ~~October~~transaction ~~2, 1998~~in mid-2004.

Bank One provides domestic retail banking, finance and credit card services; worldwide commercial banking services; and trust and investment management services. Bank One operates banking offices in Arizona, Colorado, Florida, Illinois, Indiana, Kentucky, Louisiana, Michigan, Ohio, Oklahoma, Texas, Utah, West Virginia and Wisconsin and in certain international markets. Bank One also engages in other businesses related to banking and finance, including credit card and merchant processing, consumer and education finance, ~~real~~ real estate-secured lending and servicing, insurance, venture capital, investment and merchant banking, trust, brokerage, investment management, leasing, community development and data processing. These activities are conducted through bank subsidiaries ~~(collectively, the “Banks”)~~ and nonbank subsidiaries. Prior to 2001, the ~~Banks~~bank subsidiaries were operated under separate national or state charters in the 14 states in which the banking offices are located. InSince 2001, ~~the~~most ~~Arizona,~~of ~~Florida, Louisiana,~~the ~~Utah~~bank ~~and~~subsidiaries ~~Texas~~have ~~Banks were~~ been consolidated into Bank One, National Association, headquartered in Chicago, Illinois., ~~Further~~and ~~consolidations~~Bank ~~are~~One, ~~contemplated~~National ~~for~~Association, headquartered ~~2002.~~in Columbus, Ohio.

Available Information: Bank One’s Internet address is www.bankone.com. Electronic copies of Bank One’s annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K are available free of charge by visiting www.bankone.com (Investor Relations page). These reports are posted as soon as reasonably practicable after they are electronically filed with the Securities and Exchange Commission.

Bank One has posted its Corporate Governance Principles, its Code of Ethics for directors, officers and employees, and the charters of the Audit and Risk Management, Corporate Governance and Nominating, and Compensation and Organization committees of the Board of Directors on its Web site at www.bankone.com (Investor Relations page). Bank One has adopted a Code of Ethics for Senior Financial Officers that covers the principal executive officer, the principal financial officer and the principal accounting officer. This Code is also posted at www.bankone.com (Investor Relations page); any amendments to or waivers from the Code will be posted at the same site.

EMPLOYEES

As of December 31, ~~2001~~2003, Bank One and its subsidiaries had 7371,~~519~~ 196 full time and part time employees with benefits. This figure does not include employees on long-term disability ~~or employees of unconsolidated subsidiaries~~.

COMPETITION

Bank One and its subsidiaries face active competition in all of their principal activities, not only from other financial holding companies and commercial banks, but also from savings and loan associations, credit unions, finance companies, mortgage companies, leasing companies, insurance companies, mutual funds, securities brokers and dealers, other domestic and foreign financial institutions, and various nonfinancial institutions.

MONETARY POLICY AND ECONOMIC CONTROLS

~~The~~ The earnings of Bank One’s bank subsidiaries (the “Banks”), and therefore the earnings of Bank One, are affected by the policies of regulatory authorities, including the Board of Governors of the Federal Reserve System (the ‘‘“Federal Reserve Board’’”). An important ~~function~~ function of the Federal Reserve Board is to promote orderly economic growth by influencing interest rates and the supply of money and credit. Among the methods that have been used to achieve this objective are open market operations in United States ~~government~~ government securities, changes in the discount rate for member bank borrowings and changes in reserve requirements against bank deposits. These methods are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, interest rates on loans and securities, and rates paid for deposits.

The effects of the various Federal Reserve Board policies on the future business and earnings of Bank One cannot be predicted. Other economic controls also have affected Bank One’s operations in the past. Bank One cannot predict the nature or extent of any effects that possible future governmental controls or legislation might have on its business and earnings.

SUPERVISION AND REGULATION

GENERAL

As a bank holding company, Bank One is regulated under the BHC Act, and is subject to inspection, examination and supervision by the Federal Reserve Board.

The ~~GLB~~Gramm-Leach-Bliley Act of 1999 (the “GLB Act”) eliminated many of the restrictions placed on the activities of bank holding companies that become FHCs. Bank One became a FHC in August 2001. Among other things, the GLB Act repealed certain Glass-Steagall Act restrictions on affiliations between banks and securities firms, and amended the BHC Act to permit bank holding companies that are FHCs to engage in activities, and acquire companies engaged in activities, that are: financial in nature (including insurance underwriting, insurance company portfolio investment, financial advisory, securities underwriting, dealing and market-making, and merchant banking activities); incidental to financial activities; or complementary to financial activities if the Federal Reserve Board determines that they pose no substantial risk to the safety or soundness of depository institutions or the financial system in general. The GLB Act also permits national banks, under certain circumstances, to engage through special financial subsidiaries in the financial and other incidental activities authorized for FHCs.

LIABILITY FOR BANK SUBSIDIARIES

The Federal Reserve Board requires ~~that~~ a bank holding company to act as a source of financial and managerial strength to each of its subsidiary banks and to maintain resources adequate to support each subsidiary bank. In addition, the National Bank Act permits the Office of the Comptroller of the Currency (“OCC”) to order the pro rata assessment of shareholders of a national bank whose capital has become impaired. If a shareholder fails to pay such an assessment, the OCC can order the sale of the shareholder’s stock to cover the deficiency. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank would be assumed by the bankruptcy trustee and entitled to priority of payment.

Under the Federal Deposit Insurance Act, the Federal Deposit Insurance Corporation (“FDIC”) can hold any FDIC-insured depository institution liable for any loss the FDIC incurs, or reasonably expects to incur, in connection with (1) the default of any commonly controlled FDIC-insured depository institution or (2) any assistance provided by the FDIC to any commonly controlled depository institution that is in danger of default. ‘‘“Default’’” is defined generally as the appointment of a conservator or receiver and ‘‘ “in danger of default’’” is defined generally as the existence of certain conditions indicating that a ‘‘“default’’” is likely to occur absent regulatory assistance. All of the Banks are FDIC-insured depository institutions.

CAPITAL REQUIREMENTS

Bank One is subject to capital requirements and guidelines imposed on bank holding companies by the Federal Reserve Board. The OCC, the FDIC and the Federal Reserve Board impose similar requirements on the Banks within their respective jurisdictions. These capital requirements establish higher capital standards for banks and bank holding companies that assume greater risks. For this purpose, a bank holding company’s or bank’s assets and certain off-balance sheet commitments are assigned to four risk categories, each weighted differently based on credit risk. Total capital, in turn, is divided into three tiers:

·• core (“Tier 1”) capital, which includes common equity, certain qualifying cumulative and noncumulative perpetual preferred stock and related surplus, and minority interests in equity accounts of consolidated subsidiaries;

· supplementary (“Tier 2”) capital, which includes perpetual preferred stock and related surplus not meeting the Tier 1 definition, hybrid capital instruments, perpetual debt and mandatory convertible securities, subordinated debt, intermediate-term preferred stock, and allowances for loan and lease losses; and


	•	supplementary (“Tier 2”) capital, which includes perpetual preferred stock and related surplus not meeting the Tier 1 definition, hybrid capital instruments, perpetual debt and mandatory convertible securities, subordinated debt, intermediate-term preferred stock, and allowances for loan and lease losses; and

	•	market risk (“Tier 3”) capital, which includes qualifying unsecured subordinated debt.

· Goodwill, ~~market~~certain ~~risk~~intangible ~~(“Tier~~assets ~~3”)~~and ~~capital,~~certain other ~~which~~assets ~~includes~~must ~~qualifying~~be ~~unsecured~~deducted ~~subordinated~~in ~~debt~~calculating the sum of the core capital elements.

~~Goodwill~~ Bank One, ~~certain~~like ~~intangible~~other ~~assets~~bank holding companies, is required to maintain Tier 1 and ~~certain~~total ~~other~~capital equal to at least 4% and 8%, respectively, of its total risk-weighted assets. ~~must~~At beDecember 31, ~~deducted~~2003, inBank ~~calculating~~One ~~the~~met ~~sum~~both requirements, with Tier 1 and total capital equal to 10.0% and 13.7%, respectively, of its total risk-weighted assets. Each of the ~~core~~Banks was in compliance with its applicable minimum capital ~~elements.~~requirement at December 31, 2003.

Bank One, like other bank holding companies, is required to maintain Tier 1 and total capital equal to at least 4% and 8%, respectively, of its total risk-weighted assets. At December 31, 2001, Bank One met both requirements, with Tier 1 and total capital equal to 8.6% and 12.2%, respectively, of its total risk-weighted assets. Each of the Banks was in compliance with its applicable minimum capital requirement at December 31, 2001.

The Federal Reserve Board, the FDIC and the OCC have incorporated market and interest rate risk components into their risk-based capital standards. Under these market risk requirements, capital is allocated to support the amount of market risk related to a financial institution’s ongoing trading activities.

The Federal Reserve Board also requires a minimum “leverage ratio” (Tier 1 capital to adjusted average assets) of 3% for bank holding companies that have the highest regulatory rating or have implemented the risk-based capital measures for market risk, or 4% for holding companies that do not meet either of these requirements. Each of the Banks is subject to similar requirements adopted by the applicable federal regulatory agency. At December 31, ~~2001~~2003, Bank One’s leverage ratio was 8.28%, and each of the Banks was in compliance with its applicable leverage ratio requirement.

While the federal banking regulators may set capital requirements higher than the minimums noted above if circumstances warrant it, no federal banking regulator has imposed any such special capital requirement on Bank One or the Banks.

Failure to meet capital requirements could subject a bank to a variety of enforcement remedies, including the termination of deposit insurance by the FDIC, and to certain restrictions on its business, which are described below.

The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), among other things, identifies five capital categories (from “well capitalized” to “critically undercapitalized”) for insured depository institutions, and requires the respective federal bank regulatory agencies to take “prompt corrective action” for insured depository institutions that do not meet ~~minimum~~ minimum capital requirements within these categories.

Failure to meet the capital guidelines could subject a depository institution to capital-raising requirements. An “undercapitalized” depository institution must develop a capital restoration plan, and its parent holding company must guarantee the bank’s compliance with the plan. In the event of the bankruptcy of the parent holding company, this guarantee would take priority over the parent’s general unsecured creditors. In addition, FDICIA requires the federal bank regulatory agencies to prescribe certain ~~non-capital~~noncapital standards for safety and soundness ~~relating~~ relating generally to operations and management, asset quality and executive compensation, and it permits regulatory action against a financial institution that does not meet these standards.

As of December 31, ~~2001~~2003, each Bank was “well capitalized”. It should be noted, however, that a Bank’s capital category is determined solely for the purpose of applying the federal banking agencies’ “prompt corrective action” regulations; the capital category may not constitute an accurate representation of a Bank’s overall financial condition or prospects.

THE BANKS

~~Most~~ The ~~of the~~ Banks are national banking associations and, as such, are subject to regulation primarily by the OCC and, secondarily, by the FDIC and the Federal Reserve Board. ~~Bank~~The ~~One’s state-chartered~~ Banks ~~are subject to regulation by the Federal Reserve Board, the FDIC and their respective state banking departments. The Banks~~’ operations in other countries are subject to various restrictions imposed by the laws of those countries.

~~Various~~ Federal ~~federal~~law ~~and~~limits ~~state laws limit~~ the amount of dividends the Banks can pay to Bank One without regulatory approval. In addition, federal bank regulatory agencies have authority to prohibit the Banks from engaging in unsafe or unsound ~~practices in conducting their business. The payment of dividends, depending upon the financial condition of~~ ~~the bank in question, could be deemed to constitute an unsafe or unsound practice.~~

practices in conducting their business. The payment of dividends, depending upon the financial condition of the bank in question, could be deemed to constitute an unsafe or unsound practice.

DEPOSITOR PREFERENCE STATUTE

Federal law provides that deposits and certain claims for administrative expenses and employee compensation against an insured depository institution are afforded a priority over other general unsecured claims against such institution, including federal funds and letters of credit, in the liquidation or other resolution of the institution by any receiver.

OTHER

Bank One’s nonbank subsidiaries and banking-related business units are subject to regulation by various state and federal regulatory agencies and self-regulatory organizations. Activities subject to such regulation include investment management, investment advisory services, commodities and securities brokerage, insurance services and products, and securities dealing.

PROPERTIES

~~Bank One’s headquarters are in Chicago, Illinois. The 60-story building,~~ ~~located in the center of the Chicago ‘‘Loop’’ business district, is master-leased and has 1,750,000 square feet of space, of which~~ Bank One ~~occupies approximately 57%; the balance is subleased to other tenants. Bank One~~ and its subsidiaries occupy more than 2,~~800~~ 300 owned or leased domestic properties, including banking centers, operations facilities and commercial banking offices. In addition, Bank One has 14 foreign offices in leased premises in major cities in Canada, Mexico, Europe, Asia ~~and~~ and Australia. ~~These offices all are located in leased premises.~~

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, Bank One may make or approve certain statements in future filings with the Securities and Exchange Commission (the “Commission”), in press releases, and in oral and written statements made by or with Bank One’s approval that are not statements of historical fact and may constitute forward-looking statements. Forward-looking statements may relate to, without limitation, Bank One’s financial condition, results of operations, plans, objectives, future performance or business.

Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as “believes”, “anticipates”, “expects”, “intends”, “plans”, “estimates”, “targeted” and similar expressions, ~~are~~and future or conditional verbs such as “will”, “would”, “should”, “could” or “may” are intended to identify forward-looking statements but are not the only means to identify these statements.

Forward-looking statements involve risks and uncertainties. Actual conditions, events or results may differ materially from those contemplated by a forward-looking statement. Factors that could cause this difference—many of which are beyond Bank One’s control—include the following, without limitation:


	•	Local, regional and international business or economic conditions may differ from those expected.

	•	The effects of and changes in trade, monetary and fiscal policies and laws, including the Federal Reserve Board’s interest rate policies, may adversely affect Bank One’s business.

	•	The timely development and acceptance of new products and services may be different than anticipated.

	•	Technological changes instituted by Bank One and by persons who may affect Bank One’s business may be more difficult to accomplish or more expensive than anticipated or may have unforeseen consequences.

	•	Acquisitions and integration of acquired businesses may be more difficult or expensive than expected.

	•	The ability to increase market share and control expenses may be more difficult than anticipated.

	•	Competitive pressures among financial services companies may increase significantly.

	•	Changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) may adversely affect Bank One or its business.

~~Forward-looking~~• ~~statements~~Changes ~~involve~~in ~~risks~~accounting policies and ~~uncertainties.~~practices, ~~Actual~~as ~~conditions~~may be adopted by regulatory agencies, ~~events~~the ~~or results~~Public ~~may~~Company ~~differ~~Accounting ~~materially~~Oversight ~~from~~Board ~~those~~and ~~contemplated~~the byFinancial aAccounting ~~forward-looking~~Standards ~~statement.~~Board, ~~Factors~~may ~~that~~affect ~~could~~expected ~~cause~~financial ~~this~~reporting. ~~difference~~• –The ~~many~~costs, effects and outcomes of ~~which~~litigation ~~are~~may ~~beyond~~adversely affect Bank One’s ~~control~~or –its ~~include~~business. • Bank One may not manage the ~~following,~~risks ~~without~~involved ~~limitation:~~in the foregoing as well as anticipated.

· Local, regional and international business, political or economic conditions may differ from those expected.

· The effects of and changes in trade, monetary and fiscal policies and laws, including the Federal Reserve Board’s interest rate policies, may adversely affect Bank One’s business.

· The timely development and acceptance of new products and services may be different than anticipated.

· Technological changes instituted by Bank One and by persons who may affect Bank One’s business may be more difficult to accomplish or more expensive than anticipated or may have unforeseen consequences.

· Acquisitions and integration of acquired businesses may be more difficult or expensive than expected.

· The ability to increase market share and control expenses may be more difficult than anticipated.

· Competitive pressures among financial services companies may increase significantly.

· Changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) may adversely affect Bank One or its business.

· Changes in accounting policies and practices, as may be adopted by regulatory agencies and the Financial Accounting Standards Board, may affect expected financial reporting.

· The costs, effects and outcomes of litigation may adversely affect Bank One or its business.

· Bank One may not manage the risks involved in the foregoing as well as anticipated.

Forward-looking statements speak only as of the date they are made. Bank One undertakes no obligation to update any forward-looking statement to reflect subsequent circumstances or events.

BANK ONE CORPORATION and Subsidiaries Average Balances/ Net Interest Margin/~~Rates~~ Rates

BANK ONE CORPORATION and Subsidiaries



			Year Ended December 31


			2003								2002

			Average			Income/		Yield/			Average			Income/		Yield/
			Balance			Expense		Rate			Balance			Expense		Rate
(Income and rates on a tax-equivalent basis)
(Dollars in millions)
Assets
Short-term investments			$	17,194		$	188		1.09	%	$	11,921		$	170		1.43	%
Trading assets (1)				10,621			368		3.46			6,652			258		3.88
Investment securities: (1)
	U.S. government and federal agency			33,812			1,375		4.07			27,869			1,455		5.22
	States and political subdivisions			1,246			84		6.74			1,203			86		7.15
	Other			34,802			1,929		5.54			32,951			2,064		6.26

		Total investment securities		69,860			3,388		4.85			62,023			3,605		5.81
Interests in purchased receivables (2)				90			N/M		N/M
Loans (1)(3)				143,722			8,879		6.18			150,805			9,999		6.63

		Total earning assets		241,487		$	12,823		5.31	%		231,401		$	14,032		6.06	%

Allowance for loan losses (4)				(3,911	)							(3,969	)
Other assets—nonearning				41,143								36,168

		Total assets	$	278,719							$	263,600

Liabilities and Stockholders’ Equity
Deposits—interest-bearing: (5)
	Savings		$	10,217		$	60		0.59	%	$	10,929		$	85		0.78	%
	Money market			63,874			665		1.04			56,606			771		1.36
	Time			26,228			1,062		4.05			34,416			1,575		4.58
	Foreign offices (6)			15,662			244		1.56			14,444			280		1.94

		Total deposits—interest-bearing		115,981			2,031		1.75			116,395			2,711		2.33
Federal funds purchased and securities sold under repurchase agreements				20,455			271		1.32			14,948			271		1.81
Other short-term borrowings				11,993			341		2.84			8,886			262		2.95
Long-term debt (7)				44,802			1,869		4.17			43,325			2,088		4.82

		Total interest-bearing liabilities		193,231		$	4,512		2.34	%		183,554		$	5,332		2.90	%

Noninterest-bearing deposits				44,951								43,568
Other liabilities (4)				17,934								14,779
Preferred stock				—								—
Common stockholders’ equity				22,603								21,699

		Total liabilities and equity	$	278,719							$	263,600

Interest income/earning assets						$	12,823		5.31	%				$	14,032		6.06	%
Interest expense/earning assets							4,512		1.87						5,332		2.30

Net interest margin						$	8,311		3.44	%				$	8,700		3.76	%

	Year Ended December 31
	2001							2000
(Income and rates on tax-equivalent basis)	Average Balance			Interest		Average Rate		Average Balance			Interest		Average Rate
(Dollars in millions)
Assets
Short-term investments	$	13,608		$	563	4.14	%	$	16,941		$	1,080	6.38	%
Trading assets		6,615			309	4.67			6,937			439	6.33
Investment securities: (1)
U.S. government and federal agencies		21,091			1,200	5.69			14,406			958	6.65
States and political subdivisions		1,291			97	7.51			1,367			105	7.68
Other (2)		28,210			1,997	7.08			29,639			2,362	7.97
Total investment securities		50,592			3,294	6.51			45,412			3,425	7.54
Loans (3)		167,054			13,269	7.94			171,768			15,272	8.89
Total earning assets (4)		237,869		$	17,435	7.33	%		241,058		$	20,216	8.39	%
Allowance for credit losses		(4,373	)						(2,860	)
Other assets		34,085							33,786
Total assets	$	267,581						$	271,984
Liabilities and Stockholders’ Equity
Deposits—interest-bearing:
Savings	$	15,463		$	168	1.09	%	$	16,433		$	240	1.46	%
Money market		52,399			1,254	2.39			47,552			1,658	3.49
Time		43,792			2,573	5.88			43,555			2,646	6.08
Foreign offices (5)		21,648			900	4.16			27,609			1,593	5.77
Total deposits—interest-bearing		133,302			4,895	3.67			135,149			6,137	4.54
Federal funds purchased and securities under repurchase agreements		16,664			633	3.80			18,961			1,142	6.02
Other short-term borrowings		13,508			659	4.88			18,978			1,216	6.41
Long-term debt (6)		42,786			2,479	5.79			39,395			2,747	6.97
Total interest-bearing liabilities		206,260		$	8,666	4.20	%		212,483		$	11,242	5.29	%
Demand deposits		28,499							27,313
Other liabilities		13,093							12,616
Preferred stock		158							190
Common stockholders’ equity		19,751							19,382
Total liabilities and stockholders’ equity	$	267,581						$	271,984
Interest income/earning assets				$	17,435	7.33	%				$	20,216	8.39	%
Interest expense/earning assets					8,666	3.64						11,242	4.67
Net interest margin				$	8,769	3.69	%				$	8,974	3.72	%

N/M = Not meaningful.

(1) Investment securities available for sale are based on their respective carrying values. Based on the amortized cost of investment securities available for sale, the average balance for 2001, 2000, 1999, 1998, and 1997 would be $50.653 billion, $45.500 billion, $46.612 billion, $33.415 billion, and $26.246 billion, respectively, and the average earned rate in 2001, 2000, 1999, 1998, and 1997 would be 6.50%, 7.53%, 7.11%, 7.12%, and 6.63%, respectively.


(1)	Includes tax-equivalent adjustments based on federal income tax rate of 35%.

(2)	Impacted by the adoption of FASB Interpretation No. 46, effective December 31, 2003.

(3)	Nonperforming loans are included in average balances used to determine average rate.

(4)	Reserves related to unfunded lending commitments and standby letters of credit were reclassified from the allowance for loan losses to other liabilities for all periods presented.

(5)	On a consolidated basis, demand deposit balances are routinely swept into money market. On a line of business basis, balances are presented without the impact of the sweeps. Certain prior data has been adjusted to conform with current period presentation.

(6)	Includes international banking facility deposit balances in domestic offices and balances of Edge Act and overseas offices.

(7)	Includes trust preferred capital securities.

(2) The Corporation’s undivided interest in securitized credit card receivables was reclassified from loans to investment securities during 1998. Such amounts averaged $18.761 billion for 2001, $18.447 billion for 2000, $16.048 billion for 1999 and $5.798 billion for 1998.

(3) Nonperforming loans are included in average balances used to determine rates.

(4) Includes tax-equivalent adjustments based on federal income tax rate of 35%.

(5) Includes international banking facilities’ deposit balances in domestic offices and balances of Edge Act and overseas offices.

(6) Includes trust preferred capital securities.

Year Ended December 31
1999									1998								1997
2001												2000										1999
Average Balance			Interest			Average Rate			Average Balance				Interest		Average Rate		Average Balance				Interest			Average Rate
Average				Income/				Yield/				Average			Income/			Yield/				Average				Income/		Yield/
$	13,976		$	678		4.85	%		$	14,632			$	754	5.15	%	$	14,412			$	801		5.56	%
Balance				Expense				Rate				Balance			Expense			Rate				Balance				Expense		Rate
	6,128			332		5.42				6,203				366	5.90			5,616				331		5.89
$	13,608			$	516				3.79	%		$	16,941		$	1,037			6.12	%		$	13,976			$	635		4.54	%
	15,228			1,008		6.62				16,683				1,102	6.61			18,851				1,273		6.75
	6,615				309				4.67				6,937			439			6.33				6,128				332		5.42
	1,835			135		7.36				2,211				176	7.96			2,648				220		8.31
	21,091				1,200				5.69				14,406			958			6.65				15,228				1,008		6.62
	29,517			2,169		7.35				14,833				1,101	7.42			4,881				246		5.04
	1,291				97				7.51				1,367			105			7.68				1,835				135		7.36
	46,580			3,312		7.11				33,727				2,379	7.05			26,380				1,739		6.59
	28,210				1,997				7.08				29,639			2,362			7.97				29,517				2,169		7.35
	156,855			13,093		8.35				154,952				14,147	9.13			155,926				14,832		9.51
	50,592				3,294				6.51				45,412			3,425			7.54				46,580				3,312		7.11
	223,539		$	17,415		7.79	%			209,514			$	17,646	8.42	%		202,334			$	17,703		8.75	%
	167,054				13,269				7.94				171,768			15,272			8.89				156,855				13,093		8.35
	(2,290)									(2,731	)							(2,751	)
	237,869			$	17,388				7.31	%			241,058		$	20,173			8.37	%			223,539			$	17,372		7.77	%
	35,242									33,007								30,299
	(3,826	)											(2,452	)									(1,948	)
$	256,491								$	239,790							$	229,882
	34,085												33,786										35,242
$	19268,~~866~~128		$	~~310~~		~~1.56~~	%		$	~~20,710~~		$	$272,392	~~470~~	~~2.27~~	%	$	~~22,408~~			$	~~519~~$	256,833	~~2.32~~	%
	44,730			1,445		3.23				39,115				1,458	3.73			34,565				1,302		3.77
$	15,463			$	168				1.09	%		$	16,433		$	240			1.46	%		$	19,866			$	310		1.56	%
	35,202			1,784		5.07				38,211				2,066	5.41			41,894				2,315		5.53
	52,399				1,240				2.37				47,552			1,645			3.46				44,730				1,432		3.20
	24,157			1,112		4.60				18,489				949	5.13			16,476				855		5.19
	43,792				2,573				5.88				43,555			2,646			6.08				35,202				1,784		5.07
	123,955			4,651		3.75				116,525				4,943	4.24			115,343				4,991		4.33
	21,648				900				4.16				27,609			1,593			5.77				24,157				1,112		4.60
	19,711			935		4.74				21,685				1,090	5.03			20,430				1,073		5.25
	133,302				4,881				3.66				135,149			6,124			4.53				123,955				4,638		3.74
	17,857			942		5.28				13,790				737	5.34			14,129				786		5.56
	16,664				633				3.80				18,961			1,142			6.02				19,711				935		4.74
	29,367			1,745		5.94				22,089				1,407	6.37			18,945				1,234		6.51
	13,508				659				4.88				18,978			1,216			6.41				17,857				942		5.28
	190,890		$	8,273		4.33	%			174,089			$	8,177	4.70	%		168,847			$	8,084		4.79	%
	42,786				2,479				5.79				39,395			2,747			6.97				29,367				1,745		5.94
	31,229									33,647								31,199
	206,260			$	8,652				4.19	%			212,483		$	11,229			5.28	%			190,890			$	8,260		4.33	%
	13,918									12,323								10,889
	28,499												27,313										31,229
	190									223								487
	13,640												13,024										14,260
	20,264									19,508								18,460
	158												190										190
$	256,491								$	239,790							$	229,882
	19,571												19,382										20,264
$	268,128		$	~~17,415~~		~~7.79~~	%					$	$272,392	~~17,646~~	~~8.42~~	%					$	~~17,703~~$	256,833	~~8.75~~	%
				8,273		3.70								8,177	3.90							8,084		4.00
				$	17,388				7.31	%					$	20,173			8.37	%						$	17,372		7.77	%
			$	9,142		4.09	%						$	9,469	4.52	%					$	9,619		4.75	%
					8,652				3.64							11,229			4.66								8,260		3.70
				$	8,736				3.67	%					$	8,944			3.71	%						$	9,112		4.07	%

Analysis of Changes in Net Interest Income

The approximate effect on net interest income of volume and rate changes for ~~2001~~2003 and ~~2000~~2002 for the year ended December 31 follows:

		2001 over 2000												2000 over 1999
					2003 over 2002												2002 over 2001
Year Ended December 31 (in millions)		Volume				Rate				Total				Volume				Rate				Total
					Volume				Rate				Total				Volume				Rate				Total
Increase (decrease) in interest income:
Year Ended December 31 (in millions)
Short-term investments		$	(138	)		$	(379	)		$	(517	)		$	189			$	213			$	402
Increase (decrease) in interest income:
Trading assets			(15	)			(115	)			(130	)			51				56				107
	Short-term investments				$	58			$	(40	)		$	18			$	(24	)		$	(322	)		$	(346	)
Investment securities:
	Trading assets					138				(28	)			110				1				(52	)			(51	)
U.S. government and federal agency			380				(138	)			242				(55	)			5				(50	)
	Investment securities:
States and political subdivisions			(6	)			(2	)			(8	)			(36	)			6				(30	)
		U.S. government and federal agency				242				(322	)			(80	)			354				(99	)			255
Other			(101	)			(264	)			(365	)			10				183				193
		States and political subdivisions				3				(5	)			(2	)			(6	)			(5	)			(11	)
Loans			(374	)			(1,629	)			(2,003	)			1,090				1,089				2,179
		Other				103				(238	)			(135	)			297				(230	)			67
Total											(2,781	)											2,801
	Loans					(438	)			(682	)			(1,120	)			(1,077	)			(2,193	)			(3,270	)
Increase (decrease) in interest expense:
			Total											(1,209	)											(3,356	)
Deposits:
Increase (decrease) in interest expense:
Savings			(11	)			(61	)			(72	)			(50	)			(20	)			(70	)
	Deposits:
Money market			116				(520	)			(404	)			98				115				213
		Savings				(4	)			(21	)			(25	)			(35	)			(48	)			(83	)
Time			14				(87	)			(73	)			507				355				862
		Money market				76				(182	)			(106	)			57				(526	)			(469	)
Foreign offices			(248	)			(445	)			(693	)			199				282				481
		Time				(332	)			(181	)			(513	)			(429	)			(569	)			(998	)
Federal funds purchased and securities under repurchase agreements			(87	)			(422	)			(509	)			(45	)			252				207
		Foreign offices				19				(55	)			(36	)			(140	)			(480	)			(620	)
Other short-term borrowings			(267	)			(290	)			(557	)			72				202				274
	Federal funds purchased and securities sold under repurchase agreements					73				(73	)			—				(31	)			(331	)			(362	)
Long-term debt			196				(464	)			(268	)			699				303				1,002
	Other short-term borrowings					88				(9	)			79				(136	)			(261	)			(397	)
Total											(2,576	)											2,969
	Long-term debt					62				(281	)			(219	)			26				(417	)			(391	)
Decrease in net interest income										$	(205	)										$	(168	)
			Total											(820	)											(3,320	)
Decrease in net interest income													$	(389	)										$	(36	)

For purposes of this table, changes that are not due solely to volume or rate changes are allocated to volume.

~~REPORT~~ EQUITY OFCOMPENSATION ~~INDEPENDENT~~PLAN ~~PUBLIC ACCOUNTANTS~~ INFORMATION

To the Stockholders and Board of Directors

Number of securities

remaining available for

Number of securities to be

future issuance under equity

issued upon exercise of

Weighted-average exercise

compensation plans

outstanding options,

price of outstanding options,

(excluding securities reflected

warrants and rights

in column (a))

Plan Category

(a)

(b)

(c)

Equity compensation plans
approved by security
holders

97,123,144

$38.73

(1)(2)(3)

Equity compensation plan
not approved by security
holders

N/A

Total

97,123,144

$38.73

(1)(2)(3)

of BANK ONE CORPORATION:


(1)	Under the Stock Performance Plan, 2% of outstanding common stock is available for grant annually. In addition, the following is also available for future issuance: the unused portion of the 2% limit from prior plan years; shares cancelled, forfeited, surrendered, terminated, paid in cash, or expired unexercised; excess amount of variable awards fixed at less than maximum (currently none); and shares used for purchase price or taxes provided that a restorative option has been granted.

	The above total number of shares available for grant in any plan year may not exceed 5% of the outstanding common stock as reported in the annual report on Form 10-K for the fiscal year ending immediately prior to the plan year.

(2)	Under the Employee Stock Purchase Plan, 16,244,253 shares are available for future issuance.

(3)	Under the Director Stock Plan, 725,647 shares are available for future issuance.

~~We have audited the accompanying consolidated balance sheet of BANK~~ ~~ONE~~DISCLOSURE ~~CORPORATION~~CONTROLS (aAND ~~Delaware~~INTERNAL corporation) and subsidiaries as of December 31, 2000 and the related consolidated statements of income, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2000. TheseCONTROLS ~~financial statements are the responsibility of BANK ONE CORPORATION’s management. Our responsibility is to express an opinion on these financial statements based on our audits.~~

We Bank ~~conducted~~One’s ~~our~~management ~~audits~~evaluated inits disclosure ~~accordance~~controls ~~with~~and ~~auditing~~procedures ~~standards~~as ~~generally~~of ~~accepted~~December 31, in2003. Based on this evaluation, the ~~United~~Principal ~~States.~~Executive ~~Those~~Officer ~~standards~~and Principal ~~require~~Financial ~~that~~Officer weeach ~~plan~~concludes ~~and~~that ~~perform~~as ~~the~~of December 31, ~~audit~~2003, toBank ~~obtain~~One ~~reasonable~~maintained effective disclosure ~~assurance~~controls ~~about~~and ~~whether~~procedures ~~the~~in ~~financial~~all ~~statements~~material ~~are~~respects, ~~free~~including those ofto ~~material~~ensure ~~misstatement.~~that Aninformation ~~audit~~required ~~includes~~to ~~examining,~~be ondisclosed ain reports ~~test~~filed ~~basis,~~or ~~evidence~~submitted ~~supporting~~under the ~~amounts~~Securities ~~and~~Exchange ~~disclosures~~Act inof 1934 ~~the~~is ~~financial~~recorded, ~~statements.~~processed, Ansummarized ~~audit~~and ~~also~~reported, ~~includes~~within ~~assessing~~ the ~~accounting~~time ~~principles~~periods ~~used~~specified ~~and~~in ~~significant~~the ~~estimates~~Commission’s ~~made~~rules byand ~~management~~forms, and asis ~~well~~accumulated asand ~~evaluating~~communicated ~~the~~to ~~overall~~management, ~~financial~~including ~~statement~~the Principal ~~presentation.~~Executive WeOfficer ~~believe~~and ~~that~~the ~~our~~Principal ~~audits~~Financial ~~provide~~Officer, as aappropriate ~~reasonable~~to ~~basis~~allow for ~~our~~timely ~~opinion.~~decisions regarding required disclosure.

In There ~~our~~has ~~opinion,~~been ~~the~~no ~~consolidated~~change ~~financial statements referred to above present fairly,~~ in ~~all~~Bank ~~material~~One’s internal ~~respects,~~control ~~the~~over financial ~~position~~reporting ofthat ~~BANK~~occurred ~~ONE~~during ~~CORPORATION~~Bank ~~and~~One’s ~~subsidiaries~~most asrecent offiscal ~~December~~quarter ~~31,~~that ~~2000~~has materially affected, ~~and~~or ~~the~~is ~~results~~reasonably oflikely ~~their~~to ~~operations~~materially ~~and their cash flows for each of the two years in the period ended December 31~~affect, ~~2000,~~Bank One’s ininternal ~~conformity~~control ~~with~~over ~~accounting~~financial ~~principles generally accepted in the United States~~reporting.

Chicago, Illinois

January 17, 2001

/S/ ARTHUR ANDERSEN LLP

EXECUTIVE OFFICERS OF THE REGISTRANT

Name and Age		Current Position Held with the Corporation and Effective Date First Elected to Office Indicated
		Current Position Held with the Corporation and
James Dimon (45)		Director, Chairman and Chief Executive Officer (3/27/00)
Name and Age		Effective Date First Elected to Office Indicated
Austin A. Adams (58)		Executive Vice President (3/1/01)
James Dimon (47)		Director, Chairman and Chief Executive Officer (3/27/00)
Linda Bammann (45)		Executive Vice President and Chief Risk Management Officer (5/15/01)
Austin A. Adams (60)		Executive Vice President (3/1/01)
James S. Boshart, III (56)		Executive Vice President (9/5/00)
Linda Bammann (47)		Executive Vice President and Chief Risk Management Officer (5/15/01)
David E. Donovan (51)		Executive Vice President (6/4/01)
James S. Boshart III (58)		Executive Vice President (9/5/00)
Christine A. Edwards (49)		Executive Vice President, Chief Legal Officer and Secretary (5/16/00)
William I. Campbell (59)		Executive Vice President (7/21/03)
Philip G. Heasley (52)		Executive Vice President (1/2/01)
Stephen Cerrone (44)		Executive Vice President (9/22/03)
David J. Kundert (59)		Executive Vice President (12/15/98)
David E. Donovan (53)		Executive Vice President (6/4/01)
Sarah L. McClelland (42)		Executive Vice President (9/4/00) and Chief Auditor (5 /15/01)
Joan Guggenheimer (51)		Executive Vice President, Chief Legal Officer and Secretary (5/5/03)
Charles W. Scharf (36)		Executive Vice President and Chief Financial Officer (6/12/00)
David J. Kundert (61)		Executive Vice President (12/15/98)
R. Michael Welborn (50)		Executive Vice President (5/16/00)
Jay Mandelbaum (41)		Executive Vice President (9/17/02)
Heidi Miller (50)		Executive Vice President and Chief Financial Officer (3/29/02)
Tyree B. Miller (50)		Executive Vice President (3/6/02)
Charles W. Scharf (38)		Executive Vice President (6/12/00)

Messrs. Donovan, Kundert, and ~~Welborn,~~Miller ~~and Ms. McClelland,~~ each have served as an officer of Bank One, or a subsidiary or predecessor, for more than five years. The prior business experience of the other executive officers is set forth below:

James Dimon: November 1998-March 2000—private investor; October-November 1998—President, Citigroup, Inc., and Chairman and Co-Chief Executive Officer of Citigroup subsidiary Salomon Smith Barney Holdings, Inc.; November 1993-October 1998—President and Chief Operating Officer, Travelers Group, as well as executive positions with Travelers’ subsidiaries Smith Barney, Inc. and Salomon Smith Barney Holdings, Inc. during that period. Austin A. Adams: 1985-February 2001—Executive Vice President of the Automation and Operations Group and other executive positions, First Union Corporation. Linda Bammann: October 2000-May 2001—Senior Managing Director, Banc One Capital Markets, Inc.; April 1992-June 2000—Managing Director, UBS Warburg. James S. Boshart III: June 1998-September 2000—Co-Chief Executive Officer, Schroder Salomon Smith Barney; January 1998-June 1998—Head of Transition Team, Salomon Smith Barney; 1997-January 1998—Vice Chairman and Co-Head of Investment Banking, Salomon Smith Barney, Inc.; 1995-1997—Head of Capital Markets, Smith Barney, Inc. William I. Campbell: January 2000-July 2003—Senior Partner, Sanoch Management, LLC; January 1996-December 1999—Co-Chief Executive Officer of Global Consumer Business, Citigroup Inc. Stephen Cerrone: November 1999-September 2003—Executive Vice President of Human Resources, Burger King Corporation; May 1997-November 1999—Vice President of Human Resources, Burger King Corporation. Joan Guggenheimer: 2002-April 2003—Co-General Counsel, Citigroup Inc.; 1985-2003—General Counsel of the Global Corporate and Investment Bank and other executive positions, Citigroup Inc. and predecessor entities. Jay Mandelbaum: September 2000-August 2002—Vice Chairman and Chief Executive Officer, Private Client Group, Salomon Smith Barney, Inc.; August 1997-August 2000—Executive Vice President/ Senior Vice President, Private Client Sales and Marketing, Salomon Smith Barney, Inc. Heidi Miller: January 2001-March 2002—Vice Chairman, Marsh, Inc.; March-November 2000—Senior Executive Vice President, Chief Financial Officer and Head of Strategic Planning, Priceline.com; 1998-March 2000—Chief Financial Officer, Citigroup Inc.; 1995-1998—Chief Financial Officer, Travelers Group. Charles W. Scharf: 1998-June 2000—Chief Financial Officer, Citigroup Global Corporate and Investment Bank; 1995-1998—Chief Financial Officer, Salomon Smith Barney, Inc. Bank One’s executive officers serve until the 2004 annual organizational meeting of the Board of Directors.

Austin A. Adams: 1985-February 2001—Executive Vice President of the Automation and Operations Group, First Union Corporation.

Linda Bammann: October 2000-May 2001—Senior Managing Director, Banc One Capital Markets, Inc.; April 1992-June 2000—Managing Director, UBS Warburg.

James S. Boshart, III: June 1998-September 2000—Co-Chief Executive Officer, Schroder Salomon Smith Barney; January 1998-June 1998—Head of Transition Team, Salomon Smith Barney; 1997-January 1998—Vice Chairman and Co-Head of Investment Banking, Salomon Smith Barney; 1995-1997—Head of Capital Markets, Smith Barney, Inc.

Christine A. Edwards: 1999-May 2000—Executive Vice President and Chief Legal Officer, ABN AMRO North America; 1997-1999—Executive Vice President, Chief Legal Officer and Secretary, Morgan Stanley Dean Witter; 1990-1997—Executive Vice President, General Counsel and Secretary, Dean Witter Discover & Co.

Philip G. Heasley: July 1999-November 2000—President and Chief Operating Officer, U.S. Bancorp; 1994-July 1999—Vice Chairman, U.S. Bancorp.

Charles W. Scharf: 1998-June 2000—Chief Financial Officer, Citigroup Global Corporate and Investment Bank; 1995-1998—Chief Financial Officer, Salomon Smith Barney, Inc.

Bank One’s executive officers serve until the annual meeting of the Board of Directors (April 16, 2002).

EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) (1) Financial Statements.

	Annual Report Pages
	Annual
Consolidated Balance Sheets—December 31, 2001 and 2000	70
	Report
Consolidated Income Statements—Three Years Ended December 31, 2001	71
	Pages
Consolidated Statements of Stockholders’ Equity—Three Years Ended December 31, 2001	72
Consolidated Balance Sheets—December 31, 2003 and 2002		78
Consolidated Statements of Cash Flows—Three Years Ended December 31, 2001	73
Consolidated Income Statements—Three Years Ended December 31, 2003		79
Notes to Consolidated Financial Statements	74-100
Consolidated Statements of Stockholders’ Equity—Three Years Ended December 31, 2003		80
Consolidated Statements of Cash Flows—Three Years Ended December 31, 2003		81
Notes to Consolidated Financial Statements		82-111

(2) Financial Statement Schedules.

All schedules normally required by Form 10-K are omitted, since either they are not applicable or the required information is shown in the financial statements or the notes thereto.

(3) Exhibits.

3(A).		Bank One’s Restated Certificate of Incorporation, as amended.
2.		Agreement of Merger dated January 14, 2004, between J.P. Morgan Chase & Co. and Bank One Corporation [Exhibit 2.1 to Bank One’s Current Report on Form 8-K (File No. 001-15323) dated January 28, 2004, incorporated herein by reference].
3(A).		Bank One’s Restated Certificate of Incorporation, as amended [Exhibit 3(A) to Bank One’s 2001 Annual Report on Form 10-K (File No. 001-15323) incorporated herein by reference].
3(B).		Bank One’s By-Laws, as amended [Exhibit 3(B) to Bank One’s 1999 Annual Report on Form 10-K (File No. 001-15323) incorporated herein by reference].
4.		Instruments defining the rights of security holders, including indentures.†
10(A).		~~BANK~~Bank ~~ONE~~One ~~CORPORATION~~Corporation Stock Performance Plan [Exhibit 10(A) to Bank One’s 2002 Annual Report on Form 10-K (File No. 001-15323) incorporated herein by reference].*
10(B).		~~BANK~~Bank ~~ONE~~One ~~CORPORATION~~Corporation Director Stock Plan, as amended.*
10(C).		Summary of ~~BANK~~Bank ~~ONE~~One ~~CORPORATION~~Corporation Supplemental Executive Retirement Plan [Exhibit 10(C) to Bank One’s 2000 Annual Report on Form 10-K (File No. 001-15323) incorporated herein by reference].*
10(D).		~~BANK~~Bank ~~ONE~~One ~~CORPORATION~~Corporation Deferred Compensation Plan, as amended [Exhibit 10(D) to Bank One’s 2000 Annual Report on Form 10-K (File No. 001-15323) incorporated herein by reference].*
10(E).		~~BANK~~Bank ~~ONE~~One ~~CORPORATION~~Corporation Supplemental Savings and Investment Plan, ~~[Exhibit~~as ~~10(F) to Bank One’s 1999 Annual Report on Form 10-K (File No~~amended. ~~001-15323) incorporated herein by reference].~~*
10(F).		~~BANK~~Bank ~~ONE~~One ~~CORPORATION~~Corporation Supplemental Personal Pension Account Plan, ~~[Exhibit~~as ~~10(G) to Bank One’s 1999 Annual Report on Form 10-K (File No~~amended. ~~001-15323) incorporated herein by reference].~~*
10(G).		~~Summary~~Bank ofOne ~~BANK~~Corporation ~~ONE CORPORATION~~ Key Executive Change of Control Plan, as amended.*
10(H).		~~BANK~~Bank ~~ONE~~One ~~CORPORATION~~Corporation ~~Executive~~Planning ~~Management~~Group ~~Separation~~Annual Incentive Plan, as amended.*
10(I).		~~BANK~~Bank ~~ONE~~One ~~CORPORATION~~Corporation ~~Planning~~Investment ~~Group~~Option Plan [Exhibit 10(K) to Bank One’s 1999 Annual ~~Incentive~~Report ~~Plan~~on Form 10-K (File No. 001-15323) incorporated herein by reference].*

10(J).		BANK ONE CORPORATION Investment Option Plan [Exhibit 10(K) to Bank One’s 1999 Annual Report on Form 10-K (File No. 001-15323) incorporated herein by reference].*
10(K).		BANK ONE CORPORATION Executive Life Insurance Plan [Exhibit 10(L) to Bank One’s 1999 Annual Report on Form 10-K (File No. 001-15323) incorporated herein by reference].*
10(L).		Summary of BANK ONE CORPORATION Executive Life Plus Plan [Exhibit 10(L) to Bank One’s 2000 Annual Report on Form 10-K (File No. 001-15323) incorporated herein by reference].*

10(M).		Summary of BANK ONE CORPORATION Director Deferred Compensation Plan [Exhibit 10(M) to Bank One’s 2000 Annual Report on Form 10-K (File No. 001-15323) incorporated herein by reference].*
10(J).		Summary of Bank One Corporation Director Deferred Compensation Plan [Exhibit 10(M) to Bank One’s 2000 Annual Report on Form 10-K (File No. 001-15323) incorporated herein by reference].*
10(N).		First Chicago Corporation Stock Incentive Plan, [Exhibit 10(P) to Bank One’s 1998 Annual Report on Form 10-K (File No. 333-60313) incorporated herein by reference].*
10(K).		First Chicago Corporation Stock Incentive Plan, [Exhibit 10(P) to Bank One’s 1998 Annual Report on Form 10-K (File No. 333-60313) incorporated herein by reference].*
10(O).		NBD Bancorp, Inc. Performance Incentive Plan, as amended [Exhibit 10(Q) to Bank One’s 1998 Annual Report on Form 10-K (File No. 333-60313) incorporated herein by reference].*
10(L).		NBD Bancorp, Inc. Performance Incentive Plan, as amended [Exhibit 10(Q) to Bank One’s 1998 Annual Report on Form 10-K (File No. 333-60313) incorporated herein by reference].*
10(P).		Revised and Restated Banc One Corporation 1989 Stock Incentive Plan [Exhibit 10.8 to Banc One Corporation’s 1997 Annual Report on Form 10-K (File No. 1-8552) incorporated herein by reference].*
10(M).		Revised and Restated Banc One Corporation 1989 Stock Incentive Plan [Exhibit 10.8 to Banc One Corporation’s 1997 Annual Report on Form 10-K (File No. 1-8552) incorporated herein by reference].*
10(Q).		Revised and Restated Banc One Corporation 1995 Stock Incentive Plan [Exhibit 10(Z) to Bank One’s 1998 Annual Report on Form 10-K (File No. 333-60313) incorporated herein by reference].*
10(N).		Revised and Restated Banc One Corporation 1995 Stock Incentive Plan [Exhibit 10(Z) to Bank One’s 1998 Annual Report on Form 10-K (File No. 333-60313) incorporated herein by reference].*
10(R).		Agreement dated March 27, 2000, between BANK ONE CORPORATION and James Dimon [Exhibit 10(a) to Bank One’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000 (File No. 001-15323) incorporated herein by reference].*
10(O).		Agreement dated March 27, 2000, between Bank One Corporation and James Dimon [Exhibit 10(a) to Bank One’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000 (File No. 001-15323) incorporated herein by reference].*
12.		~~Statements~~Statement reregarding computation of ratios.
13.		Bank One Corporation ~~2001~~2003 Annual Report to ~~Stockholders~~Shareholders (pages 2326-~~101~~113).
21.		Subsidiaries of the Corporation.
23 (a).		Consent of KPMG LLP.
23.		Consent of KPMG LLP.
23 (b).		Consent of Arthur Andersen LLP.
31(a).		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(b).		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32(a).		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32(b).		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Stockholders may request copies of any exhibit; Bank One will charge a fee to cover expenses to prepare and send any exhibit. Please send requests to: Bank One Corporation, Attn: Investor Relations, 1 Bank One Plaza, IL1-0738, Chicago, IL 60670-0738.

(b) Bank One filed the following Current Reports on Form 8-K during the quarter ended December 31, ~~2001~~2003:

Date		Item Reported
October 2, 2001		Announcement of the Corporation’s redemption of two series of its preferred stock.
October 22, 2003		Announcement of Registrant’s third quarter 2003 earnings.
October 3, 2001		Announcement of September 28, 2001 sale of Preferred Securities by BANK ONE Capital VI.
October 27, 2003		Amendment to correct technical errors in Current Report on Form 8-K announcing Registrant’s third quarter 2003 earnings.
October 16, 2001		Announcement of third quarter 2001 earnings.
October 27, 2003		Transcript of Registrant’s October 21, 2003 analyst’s conference call discussing its 2003 third quarter earnings.
November 26, 2003		Letter from David J. Kundert, Executive Vice President of Registrant, concerning the One Group mutual funds.


†	The total amount of securities authorized pursuant to any instrument defining the rights of holders of long-term debt of Bank One does not exceed 10% of the total assets of Bank One and its subsidiaries on a consolidated basis. Bank One hereby agrees to furnish to the Commission upon request a copy of any such instrument.


*	Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this ~~4th~~ 10th day of February, ~~2002.~~ 2004.

BABANK NK ONE CORPORATION


	(Registrant)

By: /Ss/ JAMES DIMON

~~By:~~James Dimon Principal Executive Officer

~~James~~ Pursuant ~~Dimon~~to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, this 10th day of February, 2004.

/s/ JOHN H. BRYAN John H. Bryan Director /s/ ROBERT I. LIPP Robert I. Lipp Director /s/ STEPHEN B. BURKE Stephen B. Burke Director /s/ RICHARD A. MANOOGIAN Richard A. Manoogian Director /s/ JAMES S. CROWN James S. Crown Director /s/ DAVID C. NOVAK David C. Novak Director /s/ JAMES DIMON James Dimon Director /s/ JOHN W. ROGERS, JR. John W. Rogers, Jr. Director /s/ MAUREEN A. FAY Maureen A. Fay Director /s/ FREDERICK P. STRATTON, JR. Frederick P. Stratton, Jr. Director /s/ JOHN R. HALL John R. Hall Director /s/ HEIDI MILLER Heidi Miller Principal ~~Executive~~Financial Officer /s/ LABAN P. JACKSON, JR. Laban P. Jackson, Jr. Director /s/ MELISSA J. MOORE Melissa J. Moore Principal Accounting Officer /s/ JOHN W. KESSLER John W. Kessler Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, this 4th day of February, 2002.

/S/ JOHN H. BRYAN John H. Bryan Director /S/ WILLIAM T. MCCORMICK, JR. William T. McCormick, Jr. Director /S/ JAMES S. CROWN James S. Crown Director /S/ HEIDI G. MILLER Heidi G. Miller Director /S/ JAMES DIMON James Dimon Director /s/ David C. Novak David C. Novak Director /S/ MAUREEN A. FAY Maureen A. Fay Director /S/ JOHN W. ROGERS, JR. John W. Rogers, Jr. Director /S/ JOHN R. HALL John R. Hall Director /S/ FREDERICK P. STRATTON, JR. Frederick P. Stratton, Jr. Director /S/ LABAN P. JACKSON, JR. Laban P. Jackson, Jr. Director /S/ ROBERT D. WALTER Robert D. Walter Director /S/ JOHN W. KESSLER John W. Kessler Director /S/ CHARLES W. SCHARF Charles W. Scharf Principal Financial Officer /S/ RICHARD A. MANOOGIAN Richard A. Manoogian Director /S/ MELISSA J. MOORE Melissa J. Moore Principal Accounting Officer

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