SecProbe.io

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

April 9, 2009

By U.S. Mail and Facsimile
 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 Year Ended December 31, 2008  File No. 001-05805

Dear Mr. Cavanagh:

We have reviewed the above referenced filing and related materials and have the
following comments.  Where indicated, we thin k your documents should be revised.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In your
response, please indicate your intent to include  the requested revision in future filings and
provide a draft of your proposed disclosure.  In  some of our comments, we may ask you to
provide us with information so we may better unde rstand your disclosure.  After reviewing this
information, we may have additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 fr ee to call us at the
telephone numbers listed at the end of th is letter.
 Form 10-K for the Fiscal Year Ended December 31, 2008

 Item 8 – Financial Statements and Supplementary Data

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
April 9, 2009
Page 2  Notes to consolidated financial statements

 Note 2 – Business changes and developments, page 123

1. We note your disclosure on page 125 that in  June 2008 the Federal Reserve Bank of New
York (the “FRBNY”) took control, through a li mited liability company (the “LLC”) of a
portfolio of $30 billion in asse ts acquired from Bear Stearns and that you bear the first
$1.15 billion of any losses of the portfolio.  We  also note your disclosure on page 139 of
your June 30, 2008 Form 10-Q that JPMorgan Chase incurred a net loss of $540 million
(after tax) during the quarte r ended June 30, 2008 related to the acquisition of Bear
Stearns.  Please confirm whether this loss represented your share of losses in the LLC
based on your first loss position.  In addition, please tell us the amount of losses incurred
through December 31, 2008 and consider providing disclosure similar to  that provided on
page 139 of your June 30, 2008 Form 10-Q in all future filings beginning with your
March 31, 2009 Form 10-Q.

2. We note your disclosure on page 123 as it relates to your acquisition of the banking
operations of Washington Mutual Bank that as a result of the refinement of the purchase
price allocation during the four th quarter of 2008, the initia l extraordinary gain of $581
million was increased $1.3 billion to $1.9 billi on.  Based on our review of the condensed
statement of net assets at the bottom of pa ge 124 and comparison with a similar statement
on page 94 of your Form 10-Q for the quarter ended September 30, 2008, it appears that a significant portion of the increase resulted fr om a change in the value assigned to all
other assets.  Given the significance of this adjustment, please provide us with a more
robust discussion explaining the significant changes in your allocation of the purchase
price to net assets acquired and underlying reasons for these changes.

Note 16 – Loan securitizations, page 168

3. We note your disclosure in footnote (c) on page 172 that in November 2008 you
randomly removed $6.2 billion of credit card lo ans from a securitization trust previously
established by Washington Mutual and replaced  them with $5.8 billion of higher quality
credit card loans from the legacy Chase portf olio.  Please provide us  with a significantly
enhanced description of this tr ansaction including the following:

• The business purpose of the transaction.  For example, tell us what would have
occurred if you had not removed the existing credit card loans and transferred the credit card loans from the Chase portfolio to the Washington Mutual trust;
• The party initiating the transaction.  For ex ample, tell us whether the request was
made by the other certificate holders to the Washington Mutual trust, due to your contractual obligation to take the action, or the Company’s voluntarily election to do
so at that time;

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
April 9, 2009
Page 3
• How you originally accounted for the acquisi tion of the seller’s interest in the
Washington Mutual trust;
• The specific terms for removing accounts from the trust and how the removal
impacted the seller’s interest;
• How you determined the removal of credit card loans from the trust met the
condition(s) described in paragrap hs 9(b), 9(c) and 87 of SFAS 140;
• In more detail, the process for randomly se lecting the loans to be removed from the
trust;
• If the random removal of cr edit card loans from the tr ust was related to a ROAP
(removal of accounts provision), whether the exercise of the ra ndom ROAP resulted
in the assets acquired having proportionately  the same, better or worse quality than
the pro-rata seller’s interest that was previously held;
• How you accounted for the addition of higher cr edit quality credit card loans from the
legacy Chase portfolio to the Washington Mutual trust; and
• How you accounted for your seller’s intere st at December 31, 2008, including where
it is included in your segment disclosures.

4. As a related matter, we note your disclosure  on page 61 that as a result of converting
higher credit quality Chase-originated on-book recei vables to the Trust’ s seller’s interest
which has a higher overall loss rate reflective of the total assets within the Trust, you
recorded an incremental provision expe nse of approximately $400 million in the
Corporate segment as the action related to  the acquisition of Washington Mutual’s
banking operations.  Please tell us the following:

• As it relates to the original $6.2 billion of  credit card receivables in the Washington
Mutual trust, the amount of your recorded  allowance prior to the removal of the
receivables from the trust;
• Whether you recorded any incremental pr ovision expense on these receivables
subsequent to your acquisition of seller’s intere st in the Washington Mutual trust and
prior to their removal from the trust;
• How the removal of $6.2 billion of cred it card receivables less the incremental
provision of $400 million and the transfer of $5.8 billion of higher credit quality
Chase credit card receivables result in your maintaining an appropriate level of
seller’s interest.  It would a ppear that the same value of receivables would exist in the
trust before and after the transaction;
• In more detail, your allowance methodology for loans held as a resu lt of your seller’s
interest;
• How you determined the amount and timing of the incremental provision; and
• How you determined the incremental provi sion was related to the acquisition of
Washington Mutual’s banking operations and th us reported in the corporate / private
equity segment as opposed to the card services segment.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
April 9, 2009
Page 4    Item 11.  Executive Compensation

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 9

5. We note your disclosure on page 9 that, in  determining the variable component of
executive compensation, you rely on busine ss judgment and do not use formulaic
approaches tied to total shareholder return or other narrow measures.  We also note your
disclosure on page 10 that the Compen sation Committee decided there would be no
bonus for 2008 for Mr. Dimon because the Firm, while profitable, was well short of the goal for the year.  Please tell us whethe r the Compensation Committee set a performance
target and, if so, why it is not described in the proxy statement.
 Executive compensation tables

 VII.  2008 Potential payments upon termination or change-in-control, page 24

 6. Please tell us the value of unvested stock awards shown in the table on page 25 that
accelerate as a result of a termination event a nd the value of unvested stock awards that
continue to vest following a termination even t.  Please make this distinction clear in
future filings.
 Closing Comments

Please respond to these comments within ten business days or tell us when you will
provide us with a response.  Your response le tter should key your resp onses to our comments,
indicate your intent to include the requested revision in future filings, provide a draft of your
proposed disclosure and provide any requested information.  We may have additional comments
after reviewing your response.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
In connection with responding to our comment s, 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

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
April 9, 2009 Page 5
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 sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

You may contact Benjamin Ph ippin, Staff Accountant, at (202) 551-3697, or Amit Pande,
Accounting Branch Chief, at (202) 551-3423 if you have questions regarding any matters relating to the financial statements and related matters.  Please contact Michael Seaman at (202)
551-3366 or me at (202) 551-3464 with any other questions.
Sincerely,

Kathryn McHale Staff Attorney