SecProbe.io

Mail Stop 4561

         June 26, 2007

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

RE: JPMorgan Chase & Co.
Form 10-K for the Fiscal Ye ar Ended December 31, 2006
Form 10-Q for the Fiscal Qu arter Ended March 31, 2007
File No. 1-5805

Dear Mr. Cavanagh:

We have reviewed your filings 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, 2006
Notes to Consolidated Financial Statements
Note 13- Allowance for Loan Losses, page 113

1. You disclose the formula-based component of your allowance is the product of a
statistical calculati on and the statistical calculati on is partially the product of
probability of default.  Please tell us the period over which you calculate
probability of default.  Explain how that  period supports an incurred, rather than
expected, loss model.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
June 26, 2007 Page 2
Note 28- Accounting for Derivative Inst ruments and Hedging Activities, page 131

2. You disclose on page 53 that the Cor porate segment includes Treasury, which
manages the structural interest rate risk for the Firm.  We note the activities of
your other segments include assets a nd liabilities upon whic h you utilize hedge
accounting.  To help us gain a better understanding of your hedge accounting
process, please provide us with the following additional information:

• describe the process by which deriva tive instruments ar e obtained by the
various segments for hedge accounting purposes; for example, tell us which group or groups (i.e. Treasury, Trading Desk etc.) are responsible
for obtaining these derivative instru ments and describe the process by
which they are obtained;
• tell us if the responsible groups obt ain the derivative instruments from
internal or external sources or both; and
• in connection with the above, tell us  how the various segments determine
the conditions for hedge accounting are achieved.

Form 10-Q for the Fiscal Quarter ended March 31, 2007
Note 3 – Fair Value Measurement
Changes in level three (3) fair  value measurements, page 76

3. Please tell us and in future filings disclose for fair value measurements using significant unobservable inputs (level 3), the specific line items in which gains or
losses included in earnings are reported  in your Consolidated Statements of
Income.  Refer to paragraphs 32(c)-(d) and A35 of SFAS 157.

Transition, page 77

4. You disclose that in connection with the adoption of SFAS 157, you recorded a
cumulative-effect increase to Retained  earnings of $287 million effective January
1, 2007, primarily related to the release of profit previously deferred in accordance with EITF 02-3.  Please provide us with the following additional information regarding your  transition adjustments:

• tell us how you considered the guidan ce in paragraphs 37(a) and 37(c) of
SFAS 157 in determining whether cumulative-effect adjustments to Retained earnings were necessary fo r the financial instruments described
in those paragraphs; and
• separately quantify those adjustments, if applicable.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
June 26, 2007 Page 3
5. You disclose that in connection with the adoption of SFAS 157, you recorded an increase to revenue of $464 million duri ng the quarter ended March 31, 2007, due
to there being sufficient market evid ence to support an increase in nonpublic
private equity investments fair values.  Further, you disclose that there had not been an actual third party market transact ion related to these investments.  Please
tell us the specific market evidence you used to support the increase in fair values.

Note 4- Fair Value Option
Elections, page 78
Loans

6. You disclose that the Investment Bank el ected to record loan originations and
purchases entered into after January 1, 2007 as part of its securitization
warehousing activities at fair  value and that similarly, Retail Financial Services
elected to record prime mortgage loans originated after January 1, 2007, that are
warehoused pending your determination to sell or to securitize the loans, at fair value.  Further, you disclose that these elections were made prospectively based
upon the short holding period of the loan s and/or negligible impact of the
elections.  As SFAS 159 requires the choices to apply or not apply the fair value option to be retroactive to the early a doption date, please tell us how you have
complied with this requirement.  In  your response, quantify the difference
between the carrying amounts and fair values of the above described loans at
January 1, 2007.

Note 22- Accounting For Deri vative Instruments, page 101

7. We note you refer to the reader to the 2006 Annual Report for a further discussion
of the Firm’s use of and accounting policie s related to deriva tive instruments.
Please tell us and in future filings disc lose any material changes to your SFAS
133 hedging relationships resulting from your  election to fair value the related
hedged items under SFAS 159 (for exam ple, discontinuance of hedge
accounting).  In addition, quantify for us th e fair values of derivatives used in
SFAS 133 hedging relationships at December 31, 2006 vs. March 31, 2007.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
June 26, 2007 Page 4
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 Bl ume, 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