SecProbe.io

November 4, 2010
  Douglas L. Braunstein
Chief Financial Officer
JPMorgan Chase & Co. 270 Park Avenue New York, NY  10017
By U.S. Mail and facsimile to (212) 622-0422

Re: JPMorgan Chase & Co.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 24, 2010 Form 10-Q for the Quarterly Period Ended March 31, 2010 Filed May 10, 2010 Form 10-Q for the Quarterly Period Ended June 30, 2010 Filed August 6, 2010 File No. 001-05805

Dear Mr. Braunstein:
 We have reviewed your response letter da ted August 10, 2010 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not be lieve future revisions are appropriate, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures,  we may have additional comments
  Form 10-K for the fiscal year ended December 31, 2009

General
 1. Please be advised that we are evaluating your response to comment 1 in our letter dated July
23, 2010.

Douglas L. Braunstein JPMorgan Chase & Co. November 4, 2010 Page 2

Consolidated Financial Statements

Notes to Consolidated Financial Statements
Note 30. Commitments and contingencies, page 230
 2. We note your response to prior comment 2 fr om our letter dated July 23, 2010 and your
enhanced disclosures on pages 169 through 170 and pages 188 through 196 of your Form 10-
Q for the quarter ended June 30, 2010; however, we do not believe your disclosures  fully
comply with the criteria and guidance in ASC 450.  Specifically, we refer to the generic
disclosures that a possible loss or range of po ssible loss cannot be estimated and are unclear
why you believe you are in full compliance with th e above referenced guidance. Further, we
note the extensive disclosures about your significant  litigation matters in It em I, Part II of the
Form 10-Q beginning on page 188 which are in varying stages of litigation. We strongly
encourage you to provide a more transparent di scussion of the reasonab ly possible loss or
range of possible loss, by indivi dual case or in the aggregate to  allow an investor to fully
understand your liability exposure.  These di sclosures should be updated quarterly as
additional information is obtai ned and new cases are filed.  Please provide us with your
proposed disclosure and revise you r future filings accordingly.
 Note 31. Off-Balance sheet lending-related fina ncial instruments, guarantees and other
commitments
Indemnifications for breaches of re presentations and warranties, page 233
 3. We note your response to prior comment 3 fr om our letter dated July 23, 2010 and your
enhanced disclosures on pages 58-60 of your Form 10-Q for the quarter ended June 30, 2010
surrounding your repurchase liability.  We also not e your disclosure in your Form 8-K filed
on October 13, 2010, with the 2010 third quarter earnings release, th at total production
revenue was reduced by $1.5 billion of repurchas e losses and included a $1.0 billion increase
in the repurchase liability dur ing the quarter reflecting highe r estimated future repurchase
demands.  Given the significance of the rea lized losses and provision for repurchase losses
recognized during the third quart er of 2010 compared to hist orical charges and to your
repurchase liability at June 30, 2010, please provide  us with, and enhance your disclosures in
future filings to include the following:

• a detailed analysis and timeline of events s upporting the period-to-pe riod changes in your
realized losses, provision for repurchase loss es and resulting repurchase liability focusing
on the specific facts and circumstances that re sulted in the third quarter 2010 increases in
all three of these components;

• a comprehensive discussion linking your met hodology for estimating losses attributable
to probable future demands to the large incr ease in the repurchase  liability during the
third quarter of 2010; and

• a discussion addressing whether there have  been any changes in your methodology for
determining the repurchase liability or any significan t changes in your underlying

Douglas L. Braunstein JPMorgan Chase & Co. November 4, 2010 Page 3

assumptions.  If so, please provide a detailed  analysis of any such changes, including
quantification of the effect of these change s on your repurchase liability from quarter to
quarter.
 4. As a related matter, we note your generic disclosu re that the Firm is not able to estimate a
range of reasonably possible lo ss as defined by ASC 450 relate d to indemnifications for
breaches of representations and warranties and remain unclear why you believe you are in
full compliance with the above referenced gui dance.  Given the la rge realized loss and
provision for repurchase losses recorded in the th ird quarter of 2010, it is apparent that these
indemnifications matters are significant and that  there could be exposure to loss in excess of
amounts accrued.  Thus, we continue to beli eve a more transparent discussion of the
reasonably possible loss or range of possible loss is required  so that an investor may
understand your liability exposure.  To the extent th at it is at least reason ably possible that an
exposure to loss exists in excess of amounts accr ued, please provide us w ith, and disclose in
future filings, an estimate of the possible loss or range of loss.  These disclosures should be updated quarterly as additional information is obtained.

You may contact Michael Seaman at (202) 551-3366 or Mark Webb at (202) 551-3698 if
you have questions regarding comment one.  Plea se contact Benjamin Phippen, Staff Accountant
at (202) 551-3697 or me at (202) 551-3423 with any other questions.

Sincerely,
      Amit Pande
Accounting Branch Chief