SecProbe.io

December 19, 2011
 Via E-mail

James Dimon Chairman and Chief Executive 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 September 30, 2011 Filed November 4, 2011 File No. 001-05805

Dear Mr. Dimon:
 We have reviewed your filing 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 ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearl y identifies new or revised disc losures.  If you do not believe
our comments apply to your facts and circum stances 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.
            General

1. We have become aware through various  news reports that you may have
accessed various Federal Reserve and Federal Deposit Insurance Corporation sponsored funding programs duri ng 2008 and 2009, including the Term
Auction Facility (TAF), Commerci al Paper Funding Facility (CPFF),
Temporary Liquidity Guarantee Program (TLGP), the Primary Dealer Credit
Facility (PDCF) and the Term Securitie s Lending Facility (TSLF).  We note
from your disclosures during these periods  that you appear to disclose your
participation in certain programs, in cluding the TAF, TLGP, and PDCF, but
you only provide disclosure of the amounts borrowed under certain of the

James Dimon
JPMorgan Chase & Co. December 19, 2011 Page 2
 programs as of certain balance sheet date s.  We also note that you disclose the
existence of certain other programs, such as the CPFF and the TSLF, but you do not appear to have provided quantif ied information as to the level or
amounts of borrowings under these program s.  Please address the following:
 To the extent that you had borrowings under any of these programs
during those periods, tell us how  you concluded that additional
quantitative and qualitative disclosure  about your partic ipation in these
programs was not required.
 Additionally, provide your  analysis as to whether you believe that any
participation in these programs constituted a form of federal
financial assistance, such that addi tional disclosure may have been
required as to the effects of this  assistance on your financial condition
and results of operations pursuan t to the guidance in FRC 501.06.c.
Effects of Federal Financia l Assistance Upon Operations.
2. Please tell us about your contacts with  Iran, Syria, Sudan and Cuba, which are
identified by the State Department as stat e sponsor of terrorism  and are subject to
U.S. economic sanctions and export contro ls.  We note that your Form 10-K and
other periodic reports do not  include disclosure about th ese countries.  We note from
an August 25, 2011 Treasury Department press release that you entered into an $88M
settlement with Treasury’s O ffice of Foreign Assets Control for apparent violations of
multiple sanctions programs involving Iran, Sudan and Cuba.  We also note from your website that you maintain relationships  with governments and top financial and
corporate institutions in areas including the Levant region, which encompasses Syria.
Please describe to us the nature and exte nt of your past, current, and anticipated
contacts with Iran, Syria, Sudan or Cuba, whether through affiliates, subsidiaries, or
other direct or indirect arra ngements.  Your response shoul d describe any services or
products you have provided to these count ries and any agreements, commercial
arrangements, or other c ontacts you have had with the governments of these
countries, or entities controlled by these governments.
3. Please discuss the materiality of any cont acts with Iran, Syria, Sudan and Cuba you
describe in response to the foregoing comment, and whether those contacts constitute
a material investment risk for your securi ty holders.  You should address materiality
in quantitative terms, including the approxi mate dollar amounts of any associated
revenues, assets and liabilities for the last  three fiscal years and the subsequent
interim period.  Also, address materiality in terms of qualitati ve factors that a
reasonable investor would deem import ant in making an investment decision,
including the potential impact of corpor ate activities upon a co mpany’s reputation
and share value.  Various state and munici pal governments, universities, and other
investors have proposed or adopted divestment or similar initiatives regarding
investment in companies that do business with U.S.-designate d state sponsors of
terrorism.  Your materiality analysis s hould address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have operations associated with Iran, Syria, S udan and Cuba. For instance, we note that

James Dimon
JPMorgan Chase & Co. December 19, 2011 Page 3
 your most recent proxy statement includes a shareholder proposal which expresses
concern about the fact that you are a larg e holder of PetroChina because of the
operations of its parent, China Na tional Petroleum Company, in Sudan.
4. Please discuss the applicability of the sanctions enacted by the U.S. government
under the Comprehensive Iran Sanctions Accountability and Divestment Act of 2010 and the corresponding Iranian Financial Sa nctions Regulations.   Discuss their
potential impact on your business, includi ng the extent to which you are party to
contracts with the U.S. government.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 11

5. We note your response to our prior comment six, in particular the draft disclosure
assessing the performance of certain execu tives against quantita tive and qualitative
priorities set for 2010.  We also note that  you intend to include this supplemental
disclosure as an appendix to the proxy stat ement.  Please confirm that such appendix
will be incorporated by reference into your  Form 10-K for the fiscal year ending
December 31, 2011.
6. Your proposed disclosure in response to our prior comment six only identifies one
performance target, the Investment Bank RO E target for Mr. Staley.  Please expand
your proposed disclosure to identify the targets (both quantitative and qualitative)
used to assess executive performance.  If no targets other than the one for Mr. Staley
were set in early 2010, please expand your propos ed disclosure to clearly state that
fact.
Form 10-Q for Fiscal Quarter Ended September 30, 2011

Item 2.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 4
Regulatory developments, page 9

7. We note your disclosure about proposed marg in rules for uncleared swaps that may
apply extraterritorially to U.S. firms doing business with foreign clients outside of the
United States, but may not apply to Europ ean and Asian firms doing business outside
the United States.  You also disclose that  if the rules become final as currently
drafted, you could be at a significant competitive disadvantage.  Please expand your
disclosure to indicate th e amount of revenues you generate from your derivatives
business with foreign clients outside of the United States.
 Mortgage repurchase liability, page 53

8. We note that you entered into two agreem ents that cover and have resolved
approximately one-third of your total mortga ge insurance rescissi on risk exposure.
We also note that on April 1, 2011 Freddie Mac issued a statement clarifying that
servicers are prohibited from entering into any agreements that modify the terms of a

James Dimon
JPMorgan Chase & Co. December 19, 2011 Page 4
 mortgage sold to Freddie Mac, including arrangement with a mortgage insurer under
which the mortgage insurer agrees not to is sue rescission and/or denial of coverage
letters.  On April 15, 2011, Fannie Mae issu ed a similar statement.  Please tell us
whether any of the loans subject to your tw o agreements with the mortgage insurers
are Freddie Mac or Fannie Mae loans.  If s o, please discuss the effect, if any, that the
prohibition has had on your two agreements or will have with respect to future agreements of this type.
 Selected European Exposure, page 77

9. Please refer to our previous comment 4 in  our letter dated August 3, 2011.  We note
your response and your helpful revised disclosures included on page 77 of your
September 30, 2011 Form 10-Q.  In your res ponse, you state that these disclosures
reflect the exposures as measured under the Firm’s internal risk management
approach; however, for the purposes of tran sparency regarding th e potential risk of
non-payment, we believe these disclosures would be enhanced by presenting credit
derivatives bought and sold on a gross basis, either within the table or included as a
footnote to the tabular disclosure.  If you believe the risk of nonpayment to be low
due to counterparty credit quality or other fact ors, please discuss that fact as well.  As
part of your revised disclo sure, please clarify whethe r your credit de rivatives bought
and sold have different maturity dates, a nd if so, please tell us why you believe it is
appropriate to provide this di sclosure on a net basis, either  within the table or in your
footnotes.

10. Additionally, as a related ma tter, please tell us whethe r you have purchased credit
protection with a shorter maturity date th an the bonds or othe r exposures against
which the protection was purchased. If so, please provide clarifying disclosure about
that fact, and discuss the risks presente d by this mismatch of maturities.

11. In future filings, please revise the narr ative discussion accompanying your table of
Selected European Exposure to discuss th e basis by which you identified the domicile
of the exposure for inclusion in your ta ble.  For example, discuss whether you
considered only the country in which the parent was domiciled versus the location of
the branch/office of the entity.  Disclo se how you selected your methodology for
determining domicile fo r your presentation.

James Dimon
JPMorgan Chase & Co. December 19, 2011 Page 5
 You may contact Rebekah Lindsey at ( 202) 551-3303 or Kevin Vaughn at (202) 551-
3494 if you have questions regarding comments on the financial statements and related
matters.  Please contact Seba stian Gomez Abero at (202) 55 1-3578 or me at (202) 551-3675
with any other questions.
Sincerely,
     /s/ Suzanne Hayes  Suzanne Hayes
Assistant Director