SecProbe.io

April 17, 2012
 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, 2011
 Filed February 29, 2011
 Form 8-K filed April 13, 2012
File No. 001-05805

Dear Mr. Braunstein:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us w ith 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 advising us when you will provide the requested response.  Where we have requested  changes in future filings, please include a
draft of your proposed disclosure s that clearly identifies new or  revised disclosures.  If
you do not believe our comments apply to your facts and circumstances 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, including the dr aft of your proposed disclosures, we may
have additional comments.    Form 10-K for Fiscal Year Ended December 31, 2011

 Item 1A. Risk Factors, page 7

A breach of security of JPMorgan Chase’s syst ems could disrupt its businesses, result in
the disclosure of confidential information, da mage its reputation a nd create significant
financial and legal exposu re for the Firm, page 13
 1. We note that you disclose that you and othe r financial services  institutions have
reported breaches in the security of your websites or other systems, including
sophisticated and targeted attacks and that the consequences could include
disruption of your operations, misappropria tion of confidential information, and

Douglas L. Braunstein
JPMorgan Chase & Co. April 17, 2012 Page 2
 damages to computers or systems.  Pleas e tell us what c onsideration you have
given to expanding your risk factor disclo sure to discuss any specific security
breaches or attacks you have experienced in the past, including any related known
or potential costs and other c onsequences of those breaches or attacks, in order to
place the risks described in this risk factor in appropriate context.  Please refer to
the Division of Corporation Finance’ s Disclosure Guidance Topic No. 2 at
http://www.sec.gov/divisions/corpfin/ guidance/cfguidance-topic2.htm for
additional information.
 Management’s Discussion and Analysis, page 63

General
 2. Recent news articles have reported a bout alleged problems in your credit card
collection process and the fact  that you had halted or dismissed a number of credit
card collection suits.  Please tell us what effect, if any, such halt or dismissal of
credit card collection suits had, or will have, on your results of operations.  In
your response, please also address how you determined that no disclosure was
needed in the Management’s Discussion and Analysis section or, alternatively,
please point us to the location in your f iling where the discussion is presented.
 Selected European exposure, page 164

3. Please address the following regarding th e disclosure around your Country Risk
Management, including your Sele cted European exposure:
 In future filings please provide a breakout of your Ireland, Portugal, and
Greece exposures to provide greater tr ansparency around your activities in
each of these individual countries.
 In future filings, for your lending activ ities, please provide the gross amount
prior to the deduction of the allowan ce for loan losses to supplement your
presentation of the net amount af ter allowance for loan losses.
 We note your disclosure around your cred it default swaps including both the
gross notional and fair value.  In future filings, please provide this information on a country-by-country basis,  preferably included in the table on page 165 to
provide greater transparen cy around your activities in each of these individual
countries.
 Consolidated Financial Statements

Notes to Consolidated Financial Statements
Note 3 – Fair value measurement, page 184
 4. We note that in your fair value hierar chy table on page 189 and footnote (c) on
page 190, you have approximately $26 billion in physical commodities that are reported at the lower of cost or fair valu e.  Please tell us  the amount of your
physical commodities that are at fair value.   Also, please clarify the statement that

Douglas L. Braunstein
JPMorgan Chase & Co. April 17, 2012 Page 3
 your physical commodities are carried at lowe r of cost or fair value and not lower
of cost of market as defined in ASC 330.

5. For amounts that are not at fair value, pl ease tell us your basis for including these
amounts in the fair value hierarchy.
 Note 6 – Derivative instruments, page 202

 6. We note your disclosure that you have elected to fair value hedge certain
commodity inventories.  Please addre ss the following with respect to these
hedges:
 Tell us the commodities, including thei r specific locations that you have
elected to hedge.
 Tell us the hedging instruments used fo r your commodity hedges and if there
are any basis differences (i.e. type of  commodity or location) between the
hedged item and the hedging instrument.
 Tell us if you include any commodity inve ntory that you have elected to fair
value hedge on your fair value hierarchy table on page 189, and if so please
tell us the amount.
 Note 14 – Loans, page 231

7. We note your disclosure on page 233 that in certain limited cases the effective
interest rate applicable to the modified lo an is at or above the current market rate
at the time of the restru cturing, and in such circ umstances, where the loan
subsequently performs and you expect to  collect all contra ctual principal and
interest, the loan is disclosed as impair ed and as a troubled debt restructuring
(TDR) only during the year of the m odification.  For each period presented,
please disclose in future filings the ac tual amount of loan modifications which
were originally reported as TDRs but were subsequently removed during the
period.  In addition, consider revisi ng your table on page 238, and similar
disclosures elsewhere, to separately qua ntify the sales of TDR loans from loans
removed from TDR status based on the above.
 Note 29 – Off–balance sheet lending-related fi nancial instruments, guarantees, and other
commitments, page 283
Loan sales- and securitization-re lated indemnifications, page 286
 8. We note your disclosure that while you will continue to evaluate and may pay
future repurchase demands arising from the Washington Mutual acquisition, it is
your belief that these obligations remain  with the FDIC receivership.  You state
on page 287 that you have considered such repurchase demands in your repurchase liability, but you also  disclose that your mort gage repurchase liabilities
are net of probable recoveries.  Please address the following:

Douglas L. Braunstein
JPMorgan Chase & Co. April 17, 2012 Page 4
  Disclose the amounts that have been paid as of December 31, 2011 relating to
repurchase demands on loans sold  by Washington Mutual.
 Tell us and clearly disclose whether you have recorded a receivable from the
FDIC or otherwise reduced the repurchas e liability related to any repurchase
accruals arising from the Washington Mutual acquisition.

Form 8-K filed April 13, 2012

 Exhibit 99.1 JPMorgan Chase & Co. Ea rnings Release - First Quarter 2012

Key metrics and Business Updates, page 6

9. We note your disclosure on page 6 that, based upon regulatory guidance issued in
the first quarter of 2012, you increased nonaccr ual loans to reflect  the inclusion of
$1.6 billion of performing junior liens ($1.4 billion of which were current) that
are subordinate to nonaccrua l senior liens.  With respect to these loans please
address the following:
 Tell us specifically what aspect of the guidance led to the reclass of
performing junior lien loan s to nonaccrual loans.
 It appears from the earnings call that the $1.6 billion was part of a larger
balance of $4 billion of performing juni or lien loans that are subordinate to
nonaccrual senior liens and th at not all of these were  reclassed to nonaccrual
loans.  Please tell us and discuss in fu ture filings your basis for reclassing only
part of the $4 billion and not the en tire amount.  Clearly identify how you
identified the criteria used for determ ining which loans should be reclassed to
nonaccrual.
 In your earnings call, you indicated that no adjustment s were necessary to the
allowance for loan losses for these loan s as the allowance has historically
considered the delinquency status of th e first lien loans for these loans.
Please revise your future filings  to address this aspect.
 Exhibit 99.2 Earnings Rel ease Financial Supplement

Mortgage Loan Repurchase Liability, page 44

10. Please address the following regarding your presentation of the rollforward of the
liability for mortgage loan repurchase losses:
 Please revise your future filings to provide a breakout of the provision for
repurchase losses between additions due to changes in estimates related to
prior sales versus increases resultin g from new sales of loans during the
period.  In your response, please provid e us with a revised rollforward with
this information.
 We also note that for the past six qu arters you have consistently reported
provisions for repurchase losses ranging from a low of $314 million during the quarter ended September 30, 2011 to a high of $420 million during the
quarter ended March 31, 2011.  Also, base d on your disclosures included here,
and in your 2011 Form 10-K, it appears these repurchase demands primarily

Douglas L. Braunstein
JPMorgan Chase & Co. April 17, 2012 Page 5
 relate to 2006 to 2008 vintages.  To the extent that the provision for
repurchase losses related to new loans sale s is an immaterial component of the
total provision for repurchase losses duri ng the past six quar ters, in both your
response and your future filings please  provide more specific discussion and
quantification of the fact ors driving the relatively consistent provisions for
repurchase losses.  As part of such discussions, clearly address any trends
across the quarters in the breakdown between new sales and changes in
estimates for previous vintages.

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 the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

 In responding to our comments, please provide a written statement from the
company acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the
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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

You may contact Rahim Ismail at (202 ) 551-4965 or Kevin W. Vaughn at (202)
551-3494 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact Celia Soehner at (202) 551-3463 or me at (202) 551-3675
with any other questions.
Sincerely,   /s/ Suzanne Hayes  Suzanne Hayes Assistant Director