SecProbe.io

Mail Stop 4561

         October 19, 2007
   Mr. Michael J. Cavanagh Chief Financial Officer JPMorgan Chase & Co.  270 Park Avenue New York, NY 10017
       Corrected

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 letter dated September 19, 2007
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 prior comment one from our letter dated July 31,
2007.  Please tell us in more detail how you use statistical data to estimate your
allowance for loan losses.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
October 19, 2007 (Corrected) Page 2  Note 28- Accounting for Derivative  and Hedging Activities, page 131

2. We have reviewed your response to prior comment two from our letter dated July
31, 2007.  You state that the external derivativ e must be executed as soon as possible
and always before the end of the same trade date, and that both the internal and external trades are executed at market valu e.  Please provide us with the following
additional information:
• Tell us whether cash is exchanged with (e ither paid or received) the external
counterparty to compensate for market rate movements between the time the internal swap and matching trade are executed.

• Tell us whether the internal trading desk  receives a dealer profit for executing
a trade with an external counterparty on behalf of th e hedging segment or if it
passes along the external derivative to the hedging segment at market price
(with no profit); and

• If the internal trading desk receives a d ealer profit, tell us how that profit is
accounted for in the consolidated financial statements.

• Describe the specific considerations e ach segment would make in determining
whether it should enter into a derivative instrument directly with an external
counterparty or through the tr ading desk.  For example, tell us if in all cases
the segment enters into a derivative tran saction with the trading desk if the
pricing is cheaper as compared to a thir d party, or if other factors come into
play.

3. We have reviewed your response to prior comment two from our letter dated July
31, 2007.  You state that the hedging segment verifies on trade date that the terms of
the external derivative meet the qualifi cations to be used as a SFAS 133 hedge
relationship.  Please clarify the hedging segm ent level that performs the verification.
For example, tell us whether the verificat ion is performed at the operating segment
level, the reportable segment level, or some other level.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
October 19, 2007 (Corrected) Page 3  4. We have reviewed your response to prior comment two from our letter dated July
31, 2007.  We note you use a two-step process to assess hedge effectiveness, which involves calculating the change in value of the intern al derivative as a
proxy of the change in value of the external derivative.  Due to the de minimus difference in terms, your conclusions rega rding hedge effectiveness have not been
changed by differences in the changes in value of the external derivative versus
internal derivatives.  Please provide us with the following additional information:
• Clarify for us what the differences in the changes in value represent.   For
example, clarify if the differences repr esent intraday time value changes, the
difference in terms of the internal and ex ternal derivatives or something else.
Additionally, describe the pr ocedures employed to determine that the effect is
de minimus.  Specifically, tell us whether this amount is calculated
quantitatively or determined more on a qualitative basis.
• Tell us the business purpose of calculating the change in value of the internal
derivative as a proxy for the change in value of the external derivative.
Specifically, tell us why you do not calc ulate the change in value of the
external derivative, as that is the designated hedging instrument.
• Tell us whether you have ever used th e shortcut method of accounting for
these hedging relationships.  If so, please confirm the criteria in paragraph 68 of SFAS 133 were met solely with resp ect to the third party derivative.
• Confirm that the assessment of effectiveness and measurement of
ineffectiveness is performed based on the designated third party derivative.
• Describe your process for measuring ineffectiveness.

5. We have reviewed your response to prior comment four from our letter dated July
31, 2007.  Please provide us with the following:

• Provide us with an example customer  contract for a deposit liability
containing an embedded gold forward sale derivative.

• Tell us the nature of customers that you enter into these types of transactions
with.  Additionally, please tell us whethe r these are new type s of transactions,
or whether this is just a new type of hedging strategy.

• Tell us the business purpose of enteri ng into these types of transactions.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
October 19, 2007 (Corrected) Page 4
• Tell us whether any cash is exchanged between you and th e counterparty at
the inception of the contract.

• Tell us whether you are able to sell or transfer the gold bullion without
restriction or permission from the depositor.

• Tell us whether you are required to return the specific gold the customer
deposited at the end of the contract.

• Quantify the amounts recorded in earnings for each period presented as a
result of your method of a ssessing effectiveness.

• Describe your ongoing prospective a ssessment of hedge effectiveness.

6. We have reviewed your response to prior comment four from our letter dated July
31, 2007.  Please provide us with the following additional information regarding
your fair value hedges of benchmark inte rest rate risk in long-term debt.

• Explain in further detail how you make your initial assessment of prospective
hedge effectiveness.

• Describe each of the regression outputs you consider in your initial
prospective and retrospective assess ments of hedge effectiveness.
Additionally, tell us whether each and all of these regression outputs must fall
within a specific documented range for you to conclude the hedge is highly
effective.

• Describe your ongoing prospective a ssessment of hedge effectiveness.

7. We have reviewed your response to prior comment four from our letter dated July
31, 2007.  Please provide us with the following additional information regarding
your cash flow hedges of one month LIBOR- based liabilities w ith daily resets.

• Describe each of the regression outputs you consider in your initial
prospective, ongoing prospective and re trospective assessments of hedge
effectiveness.  Additionally, tell us whether each and all of these regression
outputs must fall within a specific docu mented range for you to conclude the
hedge is highly effective.

• Clarify the nature of the deposits he dged (time deposit, demand deposits) and
whether such deposits are money market accounts or sweep accounts.  If so,

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
October 19, 2007 (Corrected) Page 5
tell us how you concluded that each of these products qualified for benchmark
interest rate hedging given the restri ction in paragraph 29(h) of SFAS 133.

• Tell us how the period you use for a cha nge in one-month LIBOR compares to
the actual hedge period that you use.

8. We have reviewed your response to prio r comment seven from our letter dated
July 31, 2007.  Please provide us with the following additional information:
• Please provide clarification regarding how you group individual transactions
and how you determine that these trans actions share the same risk exposure
for which they are designated in acc ordance with paragraph 29.a. of SFAS
133.  In particular, explain whether you believe that variable-rate assets or
liabilities could be grouped with fixed-rate rollove r assets or liabilities and
qualify as similar risk exposures given that DIG Issue G19 indicates a clear
distinction between fixed-rate and va riable-rate instruments for cash flow
hedging purposes. Additionally, explain whether you believe there are any
system integration issues that w ould prevent you from determining the
sequence of forecasted hedge transactions.
• Tell us whether you use the hypothetical derivative method for your hedges of
forecasted revenues, and if so how you determine the hypothetical derivative.
• For each type of forecasted transaction, tell us how often you determine the “core” amounts.
9. We have reviewed your response to prio r comment eight from our letter dated
July 31, 2007.  Please tell us how you account  for the derivatives in your rollover
cash flow hedging strategies using the first payments approach.  Please tell us
what happens to a specific layer of cas h flows when the derivative hedging them
is terminated or matures.   For example,  tell us whether the specific layer of cash
flows is reassigned to a di fferent hedging instrument, and if so, whether your
policy requires you to designate or rede signate existing relationships.
10. We have reviewed your response to prio r comment eight from our letter dated
July 31, 2007. If you are following a layeri ng strategy, please provide us with
your hedge documentation illustrating your methodology.
11. We have reviewed your response to prio r comment ten from our letter dated July
31, 2007.  Tell us how you measure de minimus fair value of hypothetical
derivatives.  Specifically, tell us whether this amount is calculated quantitatively
or determined more on a qualitative basis.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co. October 19, 2007 (Corrected) Page 6  Form 10-Q for the Fiscal Quarter Ended March 31, 2007

Note 3- Fair Value Measurement
Transition, page 77
12. We have reviewed your response to prior comment thirteen from our letter dated
July 31, 2007.  Please tell us how freque ntly you update valuation adjustments.
Additionally, explain how your adjustments compare to actual historical realization of equity enterprise value for such investments and quantify the total aggregate amounts of those adjustments.

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