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LETTER TO THE S.E.C.

Confidential
Treatment

Requested by JPMorgan Chase & Co.

Page 1

January 19, 2006

Mr. Donald Walker

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

    Re:

    JPMorgan Chase & Co.

    Form 10-K for the Fiscal Year Ended December 31,2004

    Filed March 2, 2005

    File No.1-5805

Dear Mr. Walker:

     JPMorgan Chase & Co. (the “Company”) hereby submits this letter to respond to comments by the
Staff of the Securities and Exchange Commission contained in your letter dated December 28, 2005
addressed to the undersigned.

     To assist in your review of our responses, we have set forth below in full the comments
contained in the December 28th letter, together with our responses to such comments.

     The Company hereby requests that the Securities and Exchange Commission afford confidential
treatment, pursuant to Rule 83, of the entire response to comment 1 contained in the December 28,
2005 letter.

Form 10-K for Fiscal Year Ended December 31, 2004

Management’s Discussion and Analysis

Balance Sheet Analysis

Trading Assets and Liabilities — Derivative Receivables and Payables, page 49

1.  Please expand to complete your response to prior comment 4 of our letter dated November 18,
2004

[redacted]

Confidential
Treatment

Requested by JPMorgan Chase & Co.

Page 2

Audited Financial Statements

Notes to Consolidated Financial Statements

Note 29 — Fair Value of Financial Statements

Derivatives, page 122

2.  We have reviewed your response to prior comment 3 of our letter dated November 17, 2005. We
noted that your policy is to amortize deferred profit over the remaining maturities of the
derivative transactions. Please tell us the method or methods you use to amortize deferred profit
into income.

     The Firm’s primary method of amortization of deferred profit is straight-line amortization
over the life of the derivative transactions. Straight-line amortization is considered appropriate
because the Firm’s derivative transactions subject to EITF 02-03 in many cases involve the
realization of cash flows and the regular occurrence of predicted events, such as interest rate
resets, during the life of the contracts. Straight-line amortization thus reflects of the
decreasing risk of measurement error in the initial estimate of fair value.

     The Firm recognizes that straight-line amortization over the life of the derivative
transaction may not be appropriate under all circumstances or for all products. Such circumstances
are evaluated on a case by case basis, and represent a de minimus portion of the Firm’s activity.

3.  In future filings, please revise to disclose your amortization methods when deferred gains are
material to net income for the periods presented

     As requested, when deferred gains are material to net income for the period presented, the
Firm will provide in the relevant filing supplemental disclosure of the amortization method used to
recognize the deferred gains.

* * *

This is to acknowledge that:  (i) the Company is responsible for the adequacy and accuracy of
the disclosure in its filings; (ii) staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with respect to a filing; and (iii) 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.

Very truly yours,

/s/ Michael J. Cavanagh

Michael J. Cavanagh

Chief Financial Officer

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