SecProbe.io

Mail Stop 4561

         January 30, 2008
   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 Quar ters Ended March 31, 2007,
June 30, 2007 and September 30, 2007

File No. 1-5805
 Dear Mr. Cavanagh:

We have reviewed your supplemental re sponse letter dated January 3, 2008 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 pr ior comment one from our letter dated
October 19, 2007.  We may have furthe r comments on your response pending
further discussion.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
January 30, 2008 Page 2  Note 28 – Accounting for Derivativ e and Hedging Activities, page 131

 2. We have reviewed your response to pr ior comment four from our letter dated
October 19, 2007.  Please provide us with the following additional information
related to the periods that the shortcut method was used for these types of hedges:
• Tell us whether the hedge documentati on of the hedging unit assesses whether
the criteria of paragraph 68 of SFAS 133 ar e met with respect to the internal
or external derivative; and
• Tell us whether the hedging unit calculate s interest expense using the rate on
the internal or external swap when using the shortcut method.  Refer to
paragraph 119 of SFAS 133.
3. We have reviewed your response to pr ior comment five from our letter dated
October 19, 2007.  Please provide us with the following additional information:
• You state that you have the right to sell and transfer the gold without any
restriction or permission from depos itors.  Tell us how you account for gold
transactions when you sell th e gold to other parties;

• In accordance with your stated busin ess purpose for entering into these
transactions, tell us whether you ever lend gold to others and describe the
related accounting; and

• Describe your short positions  and the related accounting.

4. We have reviewed your response to prio r comment seven from our letter dated
October 19, 2007.  Please provide us with  sample documentation for your MMDA
accounts that documents that the account’s interest rate is explicitly based on
LIBOR.
5. We have reviewed your response to prio r comment eight from our letter dated
October 19, 2007.  Please provide us with the following additional information:

• On page 131 of your 2006 Form 10-K, you disclose that you recognize all
amounts associated with the applicat ion of hedge accounting that affect
earnings consistent with the classifi cation of the hedged item, which is
primarily net interest income.  Pleas e tell us how your yield tables are
impacted (i.e. how allocated among different asset/liability categories
presented); and

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
January 30, 2008 Page 3
• If various product classes are being hedged by one derivative, tell us how
you identify forecasted transact ions as they are occurring.
6. We have reviewed your response to prior comment nine from our letter dated
October 19, 2007.  Please tell us whethe r your contemporaneous records also
include hedge documentation which clearly describes the way intra-layers would
be unwound in the event of a failed forecaste d transaction within the intra-layers.
7. We have reviewed your response to prio r comment eleven from our letter dated
October 19, 2007.  We note the quantitative work performed to confirm the
validity of the qualitative comparison.  Pleas e tell us when these procedures were
conducted.
 Form 10-Q for the Fiscal Quarter Ended March 31, 2007

Note 3 – Fair Value Measurement
Transition, page 77
8. We have reviewed your response to prio r comment twelve from our letter dated
October 19, 2007 regarding your methodology to  determine the fa ir value of your
private equity portfolio.  The determinati on of fair value requires the application
of judgment and it is your re sponsibility to determine that, in the aggregate, the
fair value determination arrived at for your  private equity port folio results in a
reasonable approximation of fair value.  To the extent material, you should consider expanding your discus sion of private equity investments in the critical
accounting estimates section of MD&A or  in your Fair Value Measurements
footnote to disclose in more detail the methodologies being used as well as any
valuation adjustments taken across your por tfolio of private e quity investments.

Form 10-Q for Fiscal Quarter Ended September 30, 2007

Management’s Discussion and Analysis
Consolidated Results of Operations
Total Net Revenue, page 9
9. We note your disclosure on page 10 and sim ilar disclosure in the table footnote at
the bottom of page 17, that net interest in come rose from the third quarter of 2006
in part due to a shift of interest expens e to principal transactions revenue (related
to certain IB structured notes to wh ich fair value accounting was elected in
connection with the adoption of SFAS 159).  In  order to allow an investor to fully
understand the impact of excluding interest expense related to the IB structured
notes from net interest income, pleas e consider disclosing the approximate
amount of interest expense that is excl uded from net interest income on these
notes in your future filings, along with th e assumptions used in arriving at this
amount.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co. January 30, 2008 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.
 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