SecProbe.io

August 3, 2011
 Via E-mail

Douglas L. Braunstein Executive Vice President and Chief Financial Officer JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017
Re: JPMorgan Chase & Co.
 Form 10-K for Fiscal Year Ended December 31, 2010  Filed February 28, 2011  Form 10-Q for Fiscal Quarter Ended March 31, 2011  Filed May 6, 2011  Form 8-K filed June 16, 2011
File No. 001-05805

Dear Mr. Braunstein:
 We have reviewed your July 1, 2011 response letter to our letter dated June 15, 2011
and have the following comments.  In some of our comments, we may ask you to provide us with information so we may be tter understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, 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 circ umstances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year Ended December 31, 2010

Item 1A: Risk Factors, page 5

1. We note your response to our prior comment two in our letter da ted June 15, 2011 and
reissue the comment.  Your risk  factor disclosure about the effect of the recently-enacted
laws and regulations, even if not separated in to multiple risk factors, could be improved
by quantifying the effect those recently-enac ted laws and regulati ons will have on your
operations.  To the extent that the effect on your operations cannot be  determined, please
quantify the types of revenue streams that wi ll be affected such as revenues generated
from debit card interchange fees.

Douglas L. Braunstein
JPMorgan Chase & Co. August 3, 2011 Page 2
 If JPMorgan Chase does not effectively manage its liquidity, its busine ss could suffer, page 5

2. We note your additional disclosures on pa ges 115 and 196 of your filing and your
proposed disclosure provided in response to our prior comment thr ee in our letter dated
June 15, 2011.  Your risk factor discussion shoul d include material deta ils that impact an
investor’s understandin g of the risk and potential conse quences.  Please expand the future
risk factor disclosure to disclose any ne gative ratings outlook and quantify the additional
collateral you would be required to post given a one and two notch downgrade.
 Management’s Discussion and Analysis, page 54

Executive Overview, page 55

3. We note your response to our prior comment five in our letter dated June 15, 2011 and
we reissue the comment in part.  Please confirm that in future periods when the
reductions in the allowance for credit losses are a significant driver  of net income you
will include disclosure in a risk factor and Management’s Discussion and Analysis
quantifying the reductions in th e allowance for credit losses and disclosing that such level
of net profit may not be sustainable.
 Country Exposure, page 128

4. Please refer to our previous comment ten in  our letter dated June 15, 2011.  We note your
proposed revised disclosures.  For the purpos es of providing tran sparent disclosure
regarding your exposure and the pot ential risk of loss, or lack thereof, related to activities
conducted in Greece, Italy, Portugal, Spain and Ireland, please expand your disclosure to
include the gross balance of your exposures to  these countries for each product type (i.e.
loans and loan commitments, securities,  de rivatives or other fina ncing).  Separately
include the total amount of your exposure that  is collateralized, the amount of exposure
for which you have purchased credit derivative swaps and the amount receivable that is
unsecured.  Please provide this informati on by country and type of borrower (i.e.
sovereign or corporate and consumer).  A dditionally, please indicate whether you have
sold credit protection on any s overeign exposures related to these entities, and if so,
please disclose the notional amount of credit protection sold by count ry.  Please quantify
any impairment you have recorded related to  these exposures.  A tabular presentation
may be helpful.
 Market Risk Management, page 142

5. Please refer to our previous comment 12 in our letter dated June 15, 2011.  As requested,
please revise your future filings to disclose the level or number of market factors used
when calculating Value-at-Risk (or VaR).  Per your disclosure on page 144 of your
December 31, 2010 Form 10-K we note that none of your daily market risk-related losses
during 2010 exceeded VaR.  Please tell us and re vise your future filings to disclose the
reasons why your daily market risk-related losses did not ex ceed VaR for any day of the
year, particularly given your disclosure on page 142 that at  a 95% confidence level, you
expected to incur losses greater than that predicted by VaR estimates five times in every

Douglas L. Braunstein
JPMorgan Chase & Co. August 3, 2011 Page 3
 100 trading days, or about 12 to 13 times a year .  We note a similar trend regarding your
VaR results for 2009, as disclosed on page 122 of your 2009 Form 10-K where you
disclose that at a 95% confidence level you only experienced one VaR exception due to
high market volatility when you expected losses in excess of VaR approximately 12
times per year.  Please tell us how you concluded that your model was statistically
appropriate in light of the f act that the number of exceptions was significantly below the
number of instances statistically expected over the past two years.
 Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 11

6. We note your responses to prior comments 20, 21 and 22 in our letter dated June 15,
2011 and look forward to reviewing your revise d draft disclosure.  Additionally, with
respect to comment 21 if the performance targ et is quantifiable, the target should be
disclosed in your discussion.  If you believe di sclosure is likely to result in competitive
harm, please present your analysis  supporting this determination.

Form 10-Q for Fiscal Quarter Ended March 31, 2011
Supplemental Mortgage Fees and Re lated Income Details, page 24

7. Please refer to our previous comment 24 in  our letter dated June  15, 2011.  We note your
proposed revised disclosures.  Please revise to  also disclose the magnitude of the change
in valuation related to each impacted assumption.

Consolidated Financial Statements
Note 13 – Loans, page 122

8. Please refer to our previous comment 27 in our letter dated June 15, 2011.  Please revise
your future filings to address the following:
 Please specifically tell us how you use th e regulatory database in monitoring the
credit quality related to second lien lo ans for which you do not own or service the
first lien.  In this regard, please provide more information about the types of data
provided.  Please clarify whether you have access to information at an individual
loan level or whether the information is mo re aggregated.  If the latter is true,
please explain how you apply the informa tion provided by the database to your
own portfolio and describe any adjustme nts you may make to the credit quality
information provided by the database to acc ount for any differences in portfolios.
 Separately disclose the delinquency rates for home equity loans that are in their
amortization period and those that are not.
 Revise to disclose the information provide d in response to the fifth bullet of our
previous comment 27 regarding the terms of the loans.
 Further, revise your disclosure in future  filings to address your statement provided
in the eighth bullet of your response to co mment 27 that “Because the majority of
the Firm’s HELOCs were fund in 2005 or late r, this particular risk factor should

Douglas L. Braunstein
JPMorgan Chase & Co. August 3, 2011 Page 4
 not be triggered in the near term (i.e ., those draw periods do not end until 2015 or
after) for the most significant porti on of the HELOC portfolio.”
 Disclose how you consider the differences  in delinquency rates for amortizing and
non-amortizing home equity loans in your de termination of the allowance for loan
losses.  Disclose whether the amortizing lo ans are considered a separate pool than
the non-amortizing loans and if so, discuss the qualitative factors you consider for
each pool.
 Note 23 – Litigation

Mortgage Foreclosure Investiga tions and Litigation, page 165

9. Please refer to our previous comment 30 in our letter dated June 15, 2011.  Please provide
us with your proposed disclosures.
 Form 8-K filed June 16, 2011

10. We note from your disclosure that you appear  to have transferre d responsibilities for
certain of your business lines to new decision makers.  The businesses transferred appear
to be currently located in your retail financ ial services segment but  we note that the new
decision makers appear to also  be the decision makers for certain of your other segments.
For example, Mr. Maclin, head of the Co mmercial Bank is now responsible for the
company’s Retail business, including the br anch network, consumer franchise, small
business banking and the Chase private client business, while still retaining his position
as the head of the Commercial Bank.  Simila rly, Mr. Smith, CEO of Card Services, will
take on responsibility for the firm’s Auto Finance and Student Lending businesses, in
addition to his current role.  We also note from your disclo sure in your Form 8-K filed
July 14, 2011 (your earnings re lease for the period June 30, 2011) that you continue to
report these lines of businesses in the Retail Fi nancial Services segment.  Please tell us
how you considered these transfers in dete rmining that these re porting units should
continue to be reported in the Retail Financia l Services segment.  Identify who the Chief
Operating Decision Maker is for each of the transferred units and describe how
information regarding thes e reporting units is comm unicated to that person.

You may contact Rebekah Linds ey at (202) 551-3303 or Ke vin W. Vaughn at (202) 551-
3494 if you have questions regarding comments on th e financial statements and related matters.
Please contact Sebastian Gomez Abero at ( 202) 551-3578 or me at (202) 551-3675 with any
other questions.
Sincerely,

   /s/ Suzanne Hayes  Suzanne Hayes
Assistant Director