SecProbe.io

Mail Stop 4561

         July 31, 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 supplemental response letters dated July 17, 2007 and
May 4, 2006 and have the following comments.

Form 10-K for Fiscal Year Ended December 31, 2006
Notes to Consolidated Financial Statements
Note 13 – Allowance for Loan Losses, page 113

1. We have reviewed your response to prio r comment one from our letter dated June
26, 2007.  For risk-rated loans, please provi de us with the following additional
information regarding the st atistical calculation you use to determine the formula-
based component of your allowance for loan losses:
• your definitions of default probability and loss severity; and
• a quantitative example, including narrative, that details each step in
determining the formula-based compone nt of your allowance- explain how
default probabilities are di fferentiated based on the risk  rating of the loan and
include example calculations  of probability of default and loss severity.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
July 31, 2007 Page 2
Note 28 – Accounting for Derivativ e and Hedging Activities, page 131
2. We have reviewed your response to prio r comment two from our letter dated June
26, 2007.  Please provide us with the following additional information to help us understand your hedge accounting process in more detail:

• describe the specific circumstances under which a segment utilizing SFAS
133 hedge accounting would transact a derivative hedging instrument directly with a third-party, or with an internal trading desk;
• describe in detail how the internal trading desk obtains an order for a
derivative hedging instrument from a segment wishing to enter into a
derivative transaction and how that transaction is executed;
• tell us specifically whether the inte rnal trading desk transacts derivative
instruments directly with  a third-party on the segment’s behalf, or if the
internal trading desk transacts some de rivative instruments internally with the
treasury department that subsequently tr ansacts similar or identical derivative
instruments with a third-party;
• if the latter; tell us how a segment utilizing hedge accounting determines that
the key attributes, including interest rates and maturity dates, of the internal and external trades are properly matched; and
• tell us whether you have designated an internal derivative as the hedging
instrument in any hedging relationship, a nd if so, describe the nature of the
hedging relationship, methodology used to  assess effectiveness, and the
applicable guidance relied upon to support the approach.

For the following comments, we refer you to responses three and four of your
letter dated May 4, 2006:
3. Please tell us whether you used each of  the hedging strategies described in your
responses at December 31, 2006 and March 31, 2007.
4. If you have entered into any new he dging strategies, please tell us how you
determined that they met the criteria for hedge accounting pursuant to paragraphs
20, 21, 28 and 29 of SFAS 133.  Specifically address the following for each type
of new hedging relationship:

• the nature and terms of the hedged item or transaction;

• the nature and terms of th e derivative instruments;

• the specific documented risk being hedged;

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
July 31, 2007 Page 3
• the type of SFAS 133 hedge (fair value, cash flow, etc.); and

• the quantitative measures you use to assess effectiveness of each hedge both at
inception and on an ongoing basis.
5. If the new hedging strategies involve th e use of the shortcut or matched terms
methods for assuming no ineffectiveness, please tell us how you determined they
meet each of the conditions in paragraph 68 or 65 of SFAS 133.
6. Please quantify the notional amounts of de rivatives used in each hedging strategy
at December 31, 2006 and March 31, 2007.
7. Please tell us the following for each t ype of hedged forecasted transaction:

• how you aggregate similar cash flows under paragraph 29(a) of SFAS 133;
• the defined time period over which y ou typically forecast the probable cash
flows for each type of forecasted hedge transaction;
• how you assess current hedgeable cash flow s and expectations in determining
whether the cash flows are proba ble throughout the hedge period;
• whether you have missed any of your forecasts (i.e. had more notional amounts of hedging transactions th an actual hedgeable forecasted
transactions); and if so, the number of times and frequency;
• whether you have ever changed the forecasted transaction of an established
hedge; and
• if so, how you considered the off-market  components of the swap at the time
of de-designation and re-designation.

8. Please provide us with your hedge docu mentation for a representative sample of
one of your cash flow hedges of certificates of deposit using the rollover strategy.
Please ensure this documentation shows the analysis performed to ensure the terms of the hedged cash flows and hedging instrument are closely aligned.
9. Regarding your use of dollar-offset in a ssessing effectiveness for certain hedges,
please tell us whether there were any tim es you failed the dollar offset method and
yet still concluded that the hedging relations hip is highly effective and continue to
apply hedge accounting.  If so, tell us what additional procedures you performed
and how you concluded it was appropriate to continue to apply hedge accounting.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
July 31, 2007 Page 4
10. Regarding your use of the hypothetical derivative method pursuant to DIG Issue
G-7, in general, please confirm that the hypothetical derivative considered to be
perfectly effective has a fair value of zero at inception.  Please also confirm that in
re-designation of cash flow hedges, the hypothetical derivative used under DIG Issue G-7 has an initial fair value of zero.
11. Regarding your net investment hedging relationships please tell us whether you
have ever been required to re-desi gnate the derivative, and if so, the
circumstances surrounding such instances.
12. Please tell us the following regarding your  use of the shortcut method for hedges
of fixed-rate bullet maturity resale agreements:
• whether you hedge on an individu al item basis or as a pool; and
• if as a pool, how you ensure that each resale agreement in the pool would
individually qualify for th e shortcut method and also  meet the conditions in
paragraph 21(a) of SFAS 133.

Form 10-Q for the Fiscal Quarter Ended March 31, 2007
Note 3 – Fair Value Measurement
Transition, page 77

13. We have reviewed your response to prior comment five from our letter dated June
26, 2007.  We understand that to value your  private equity investments, you
primarily use observations of the tr ading multiples of public companies
considered comparable to the private companies being valued adjusted for
company-specific issues, the lack of liquidity in a non-public investment and others.  Please provide us with a quantit ative example, including narrative that
details each step in determining the fair value of a typical private-equity investment- include example calculations  of the major valuation adjustments
applied.

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.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
July 31, 2007 Page 5
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