SecProbe.io

Mail Stop 4561

         November 18, 2005

Mr. Michael J. Cavanagh
Chief Financial Officer
JP Morgan Chase & Co.
270 Park Avenue
New York, NY 10017

RE: JPMorgan Chase & Co.
Form 10-K for the Fiscal Ye ar Ended December 31, 2004
Filed March 2, 2005
File No. 1-5805

Dear Mr. Cavanagh:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to other portions of your documents.  Please provide a
written response to our comments.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004
Management’s Discussion and Analysis
Balance Sheet Analysis
Trading Assets and Liabilities- Deriva tive Receivables and Payables, page 49

1. We note your disclosure that the decline in derivative receivables and payables
during 2004 was primarily due to your election, effective January 1, 2004, to
report the fair value of deri vative assets and liabilities net of cash received and
paid under legally enforceable master ne tting agreements. Please tell us whether
you received a preferability letter from  your independent accountants regarding
this change.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
September 19, 2006 Page 2

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Sharon J ohnson, Staff Accountant, at  (202) 551-3474 or me at
(202) 551-3490 if you have questions.

        S i n c e r e l y ,

                    D o n a l d  W a l k e r
         Senior Assistant Chief Accountant