SecProbe.io

Mail Stop 4536
April 21, 2008
 Anthony J. Horan Corporate Secretary JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017
Re: JPMorgan Chase & Co.
  Registration Statement on Form S-4
Filed April 11, 2008
  File No. 333-150208   Annual Report on Form 10-K fo r the Year Ended December 31, 2007
  Filed February 29, 2008   File No. 01-5805    Bear Stearns Companies, Inc.   Annual Report on Form 10-K fo r the Year Ended November 30, 2007
  Filed January 29, 2008
Amended March 31, 2008 Form 10-Q for the Quarter ended February 29, 2008 Filed March 14, 2008
Current Report on Form 8-K
Filed March 11, 2008
  File No. 01-8989

Dear Mr. Horan:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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.

Anthony Horan, Corporate Secretary
JPMorgan Chase & Co.
April 21, 2008 Page 2 of 6

Bear Stearns’ Officers and Directors Have Financial Interests in the Merger That Differ
From Your Interests, page 5
1. Revise this section to identify the valu e of amounts payable to directors and
senior officers of Bear Stearns. Also, pl ease differentiate between the value of any
agreements that have been entered into subsequent to March 13, 2008 and those
that result from Bear Stearns ex ecutive retention programs.

Bear Stearns will Hold its Special Meeting on…, page 7
2. News reports have suggested that some directors and officers may have divested
some of their shares.  Please disclose in the last paragraph the percentages of
shares that officers and dire ctors hold and intend to vote in favor of the merger as
a more recent date.

Background of the Merger, page 27
3. On page 29 you state that a “government official” advised Mr. Schwartz that a
transaction had to be accomplished by th e end of the weekend of March 15, 2008.
Similarly, on page 31 you state that JP Morgan Chase, upon consultation with
“government officials,” had determined th at it could not offer more than $2 per
share.  Please revise this disclosure to identify the agency that the officials in each instance represented.
4. In order for the investor to better und erstand the information available to the
Board in making its recommendation to the shareholders, please clarify whether
any of Bear Stearns bankruptcy, legal or  financial advisors conducted a valuation
of the potential proceeds to shareholders  in the event of a filing for bankruptcy.
Please provide additional disclosure in  the first full paragraph on page 32
regarding the basis of  the “collective view.”

Opinion of Bear Stearns’ Financial Advisor, page 38

5. Please disclose all compensation received by Lazard and its affiliates from Bear
Stearns and its affiliates during the pa st two years in accordance with Item 1015
of Regulation M-A and Item 4 of Form S-4.
 Bear Stearns’ Stockholders Do Not Have Dissenters’ Appraisal Rights in the Merger,
page 46
6. Revise this section to disclose the ex ception from the right of appraisal under
Delaware General Corporation Law that app lies to this transaction and discuss the
factual and legal reasons th at the exception applies.

Anthony Horan, Corporate Secretary
JPMorgan Chase & Co.
April 21, 2008 Page 3 of 6

Bear Stearns’ Officers and Directors Have Financial Interests in the Merger, page 48

7. Please clarify the amounts payable to dire ctors and senior offi cers, including the
named executive officers listed in Bear Stearns’ amended 10-K filed March 31,
2008.  In particular, please discuss the ma terial differences, if any, between the
amounts disclosed in response to Item 402(j)  with regard to the named executives
and the amounts payable as a result of the merger.
8. Please expand this discussion here and at the summary on page 5 of the disclosure
to address all interests in the merger he ld by Bear Stearns’ of ficers and directors,
including but not limited to, the extent to which Bear Stearns management will be
retained by JPMorgan Chase, alterations  in management’s executive agreements
favorable to such management, and the equity participation of Bear Stearns’
officers and directors in JPMorgan Chase.

Unaudited Pro Forma Combined Financial Information
Notes to Unaudited Pro Forma Co mbined Financial Information
Note 3 - Unaudited Pro Forma Adjustments, page 74
9. Please consider the need to include a purchase price adjustment for the allocation
and subsequent write-off of customer relati onships or other intangible assets or an
explanatory note detailing methodologies a nd considerations given resulting in no
required pro forma adjustment, as appropriate.
 JP Morgan Chase and Co. Form 10-K for the Fiscal Year Ending December 31, 2007

Audited Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 17 - Variable Inte rest Entities, page 146
10. We note your disclosure on page 146 that the conduit's administrative agent can
require the liquidity provider, which in cer tain circumstances is JPMorgan Chase,
to purchase assets from the conduit at an amount that is in excess of the asset's then current fair value, which in effect provides a guarantee of the initial value of
the reference asset as of the date of the ag reement.   Your disclosure also states
that generally your obligations under the asset purchase agreements are structured
such that you will only purchase, or lend against, a pool of non-defaulted performing assets.  However, in limited circumstances you may provide unconditional liquidity.  Pleas e tell us the following:
• the circumstances where the administra tive agent can requ ire you to purchase
assets from the conduit at an amount in ex cess of the assets' current fair value;
• whether you are required to bear any of the risk of loss on the difference
between the assets' purchase price and the current fair value of the assets;

Anthony Horan, Corporate Secretary
JPMorgan Chase & Co.
April 21, 2008 Page 4 of 6

• the circumstances where you provide unc onditional liquidity to the conduits
and provide additional details on your obligations under those circumstances.
Additionally, please tell us whether you consolidate the conduits in these
situations;
• the roles and responsibilities of the administrator of the conduit;
• when the administrator is required to purchase assets from the conduit, and
how any losses related to the transferred assets are allocated to the variable interest holders; and
• whether you are the administrator for all of the multi-seller conduits for which
you provide liquidity.
11. We note your disclosure on page 149 that in October 2007, you transferred certain
structured CDO assets to the firm from  two firm-administered conduits at par
value.  Your disclosure states that you tr ansferred these assets, in part, to ensure
the continuing viability of th e two conduits as financing vehicles for clients and as
investment alternatives for commercial paper investors.  We also note your
disclosure that you do not be lieve the October 2007 transfer of assets from the
conduits is an indicator of your intent to  provide implicit support to the expected
loss note (ELN) holders.  Please respond to the following:
• provide us with additional background on why you chose to bear the loss of
the October 2007 transfer of structured  CDO assets from the conduits, as
opposed to the allocation that would normally occur;
• tell us whether, subsequent to October 2007, you have transferred any
additional assets from the conduits, and if so, how any losses related to those
transfers were allocated among the variable interest holders; and
• tell us who was involved with the Oct ober 2007 decision to transfer the assets
from the conduit and bear the risk of loss associated with the assets.  As part
of your response, tell us whether the ELN holders requested that you bear the
risk of loss associated  with those assets.
12. Please provide us with additional backgr ound on your intent to not protect any
ELN holders from potential losses on any of the conduits' holdings.  Specifically,
please address the following:
• tell us the parties involved in maki ng the determination that you would not
protect any ELN holders from potential losses;
• tell us whether this determination was premised on certain assumptions, for
example, that the remaining assets in the conduits would not experience
significant defaults or declines in fair value;
• tell us whether you have received any requests from the ELN holders,
commercial paper holders, or other partie s requesting that you  transfer certain
assets out of the conduits a nd bear any losses associated  with the transfer.  If
so, please tell us how you responded; and
• provide us with additional informati on about the renego tiation of the ELN

Anthony Horan, Corporate Secretary
JPMorgan Chase & Co.
April 21, 2008 Page 5 of 6

notes, including the consideration paid  for the increase in the level of
commitments and funded amounts to be provided by the ELN holders.

Bear Stearns Companies, Inc. Form 10 -K for the year ended November 30, 2007

13. On March 11, 2008 Bear Stearns filed an 8-K which provides revised Item 7 and
Item 8 disclosure.   Please advise the st aff of Bear Stearns reasons for making this
filing to replace the information included in the Bear Stearns 10-K, as amended.
Also, please advise the staff whether Bear Stearns and its advisors believe that an
amendment to the 10-K is required.

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection

Anthony Horan, Corporate Secretary
JPMorgan Chase & Co. April 21, 2008 Page 6 of 6

with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 1 regarding requesting acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
 You may contact Ben Phippen, Staff Accountant, at  (202) 551-3697, John P.
Nolan, Accounting Branch Chief, at (202) 551- 3492 or Donald Walker, Senior Assistant
Chief Accountant, at (202) 551-3490 if you have questions regarding comments on the financial statements and related matters.  Please contact Christian Windsor, Special
Counsel, at (202) 551-3419 or me at ( 202) 551-3698 with any other questions.

     S i n c e r e l y ,

      M a r k  W e b b       L e g a l  B r a n c h  C h i e f