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November 6, 2009

Mr. Amit Pande, Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

Mail Stop 4561

    Re:

    JPMorgan Chase & Co.

Form 10-Q for the Quarterly Period Ended June 30, 2009

File No. 001-05805

Dear Mr. Pande:

          JPMorgan Chase & Co. hereby submits this letter to respond to comments of the Staff of the
Securities and Exchange Commission contained in your letter dated October 9, 2009 addressed to
Michael J. Cavanagh, Chief Financial Officer.

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

Form 10-Q for the quarterly period ended June 30, 2009

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 15 — Loan Securitizations, page 139

    1.

    We note your disclosure on page 141 surrounding the actions you took to mitigate any further
deterioration in the performance of the Chase Issuance Trust, including increasing the
required credit enhancement level for each tranche of outstanding notes issued by the Trust by
increasing the minimum required amount of subordinated notes and the funding requirement for
the Trust’s cash escrow accounts, the trust’s issuance of additional zero-coupon subordinated
securities to you, and the decision for you to designate as “discount receivables” a
percentage of new credit card receivables for inclusion in the Trust for a stated period of
time, thereby requiring collections of such discounted receivables to be applied as finance
charge collections in the Trust. Your disclosure states that these actions were permitted by
the Trust agreements. Please tell us how you concluded that these actions did not invalidate
qualifying SPE status of your credit card securitization trust, and in particular paragraph
35(b) and the requirement that the QSPE’s permitted activities be both significantly limited
and be entirely specified in the legal documents that established the SPE or created the
beneficial interests in the transferred assets that it holds.

As you noted, the following actions were taken by JPMorgan Chase & Co. or Chase Bank USA, National
Association (collectively, “JPMorgan Chase” or the “Firm”) in the second quarter with respect to
the Chase Issuance Trust (“CHAIT”): (1) the required credit enhancement level for each tranche of
notes issued by CHAIT was increased; (2) CHAIT issued zero-coupon subordinated notes that were
retained by

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JPMorgan Chase; and (3) new receivables were designated as “discount receivables” for a specified
time period. The intent of each of these actions was to provide higher levels of credit
enhancement within CHAIT, thereby mitigating any further deterioration in its performance.

While SFAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities (“SFAS 140”) is very specific about the activities of a qualifying special-purpose
entity (“QSPE”) with regard to the assets it holds and the derivatives it enters into, there is
little discussion about how to apply paragraph 35(b) in other circumstances (for example, with
respect to the issuance of beneficial interests). In analyzing whether the actions described above
were “permitted activities”, JPMorgan Chase considered the discussions underlying EITF 02-12,
Permitted Activities of a Qualifying Special-Purpose Entity in Issuing Beneficial Interests under
FASB Statement No. 140, which was intended to address certain issues related to the liabilities or
funding of a QSPE—specifically whether, either (a) the conditions for a QSPE require that the terms
of beneficial interests to be issued be specified at inception of the entity or (b) the QSPE (or
its designee or agent) may establish the terms of replacement beneficial interests. In its
analysis, the Firm recognized that EITF 02-12 does not specifically address each action taken by
the Firm, and also that the EITF ultimately did not reach a consensus on any of the specific issues
that it addressed. However, in the absence of other specific guidance, the Firm concluded that, in
analyzing the various actions it took, it would be useful to analogize to and evaluate the
considerations discussed in the deliberations of EITF 02-12.

The “View Proposed by FASB Staff” in Issue Summary No. 1 of EITF 02-12 (“Summary 1”) expresses the
position that a QSPE should be permitted to determine the terms of newly issued beneficial
interests so long as its activities remain within those permitted by paragraphs 35, 37-38, 179 and
184 of SFAS 140. In general, paragraph 35 of SFAS 140 lists four conditions that must be met for a
trust or other legal vehicle to be considered a QSPE:

    (a)

    It is demonstrably distinct from the transferor;

    (b)

    Its permitted activities (1) are significantly limited, (2) were entirely specified in the
legal documents that established the SPE or created the beneficial interests in the
transferred assets that it holds, and (3) may be significantly changed only with the approval
of the holders of at least a majority of the beneficial interests held by entities other than
any transferor, its affiliates, and its agents;

    (c)

    It may hold only specified types of assets and derivatives (e.g., passive in nature); and,

    (d)

    If it can sell or otherwise dispose of noncash financial assets, it can do so only in
automatic response to certain specified conditions.

The following paragraphs separately analyze each of these conditions as they relate to the actions
taken. Because the Staff specifically requested information about how the Firm considered
paragraph 35(b), and because that particular condition is most applicable to each of the actions
taken, the Firm has provided a separate discussion of that condition as it relates to each action.

Paragraph 35 (a)

Paragraph 36 of SFAS 140 provides that a QSPE is demonstrably distinct from the transferor if it
cannot be unilaterally dissolved by any transferor, its affiliates, or its agents, and at least
10 percent of the fair value of its beneficial interests is held by parties other than any
transferor, its affiliates, or its agents. Of the three actions noted above, the only action
that had an impact on the amount of beneficial interests held by the Firm was the issuance and
retention of zero-coupon securities. Even

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considering these retained issuances, more than 75 percent of the fair value of CHAIT’s
beneficial interests continued (and continues) to be held by unrelated third parties.
Therefore, JPMorgan Chase concluded that CHAIT continued to be demonstrably distinct from the
Firm during and after the time all of the actions were taken.

Paragraph 35 (b)  — (1) Increased Credit Enhancement Levels

Paragraph 184 of SFAS 140, which is in the “Basis for Conclusions” section of SFAS 140, states:

The second condition is that the permitted activities of a qualifying SPE are
significantly limited, were entirely specified in the legal documents that established
the SPE or that created the beneficial interests in the transferred assets that it
holds, and may be significantly changed only with the approval of at least a majority of
the beneficial interests held by entities other than the transferor, its affiliates, or
its agents. In Statement 125, the Board required that a qualifying SPE’s powers be
permanently limited, in part so that a transferor could not treat as sold assets it had
seemingly relinquished if it could still control them by changing the SPE’s rules
specifying required or permitted activities. However, the Board later learned that
limitations on entities in certain forms, including many corporation or partnership
forms sometimes used for SPEs, cannot be permanent. Rather than effectively precluding
sale treatment for transfers to such SPEs, the Board instead chose to modify this
condition to allow for the impermanence of limitations but still limit the ability of
the transferor to modify the structure. Consequently, the second condition allows
changes to the structure only with the approval of a majority of third-party BIHs
[beneficial interest holders] that, presumably, would be reluctant to make changes that
would adversely affect their interests [emphasis added].

The Terms Document related to each class of notes issued by CHAIT1 and the Third
Amended and Restated Indenture (the “Indenture”) by and between CHAIT, as issuing entity, and
Wells Fargo Bank, National Association, as indenture trustee, specifically allow the Firm to
change required subordination percentages without the consent of any noteholder so long as the
Firm obtains: (i) confirmation from each note rating agency that the change will not adversely
affect the ratings of any notes and (ii) the required tax opinions; these conditions act as
safeguards to ensure that changes to the required subordination percentages do not have a
significant impact on the economics of the transaction from the perspective of the noteholders.
The noteholders have agreed to the provisions in the Terms Document; as paragraph 184 indicates,
they would not have agreed to such provisions if they could be used to adversely affect their
interests. Therefore, because the documents to which the noteholders have agreed provide a
specified approval process, and because that process does not call for the beneficial interest
holders to approve changes to required subordination percentages if both referenced conditions
are met, the actions to provide increased credit enhancement levels were considered to be both
significantly limited and entirely specified within the legal documents, consistent with
paragraph 35(b).

Prior to amending the required subordination provisions, the Firm did obtain confirmation from
each note rating agency that the change in subordination percentages would not adversely affect
the rating of any notes. The Firm also obtained the required tax opinions. Thus, the Firm
fully complied with the established approval process set forth in the Terms Document.

    1

    The relevant provision for each class of note is
attached as Appendix A to this letter.

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Paragraph 35(b) — (2) Issuance and Retention of Zero-Coupon Subordinated Securities

The Indenture governs the terms of notes issuable by the trust. When it refers to note interest
rates and payments, the Indenture regularly uses the phrase “if any,” thus implying that notes
may be non-interest bearing. Thus, CHAIT has been authorized from inception to issue
non-interest bearing notes.

As to whom such notes may be issued, various provisions of SFAS 140 implicitly support the
notion that it is acceptable for a transferor to retain beneficial interests. The Indenture
does not prohibit the Firm from purchasing such notes; indeed, it is highly unusual for a
trust’s governing documents to specify particular entities to which the trust is authorized to
issue beneficial interests. Therefore, so long as the issuer does not hold notes issued from
the trust to the extent that it would be in violation of paragraph 35(a) of SFAS 140, it is
acceptable for the issuer to hold such notes. As noted above, the Firm concluded that it
complied with paragraph 35(a) of SFAS 140.

Paragraph 35 (b)  —  (3) JPMorgan Chase’s Decision to Create Discount Receivables

CHAIT’s ability to accept discount receivables is both contemplated in, and permitted by, the
governing documents of CHAIT. No amendment or modification of such documents was required, as
the proposed action was “entirely specified” by the documents.2 Section 2.15 of the
“Chase Issuance Trust Third Amended Restated Transfer and Servicing Agreement” (“Agreement”)
requires that certain notifications must be made in advance of taking the action. Such
notifications were made in accordance with the Agreement.

CHAIT’s power to accept such receivables was also “significantly limited.” Summary 1 of the
“View Proposed by FASB Staff,” specifies that the types of decision powers that a QSPE may have
include “powers to decide to accept a contribution from the transferor of additional assets to
the qualifying SPE to protect BIHs, if that decision is neither an amendment nor a modification
of the legal documents that established the SPE or created the beneficial interests in the
transferred assets that it holds.” In this case, CHAIT is passively accepting discount
receivables, which it is permitted to do under the Agreement, as they are transferred by the
Firm. This action only had an impact on receivables transferred into CHAIT on or after June 1,
2009; the Firm’s actions did not affect any receivables transferred to CHAIT before that date.

Paragraph 35 (c)

Paragraph 186 of SFAS 140 states, “The Board decided that only those [specified] types of assets
can be held because holding other types of assets is inconsistent with the qualifying SPE’s
principal purpose of passively conveying indirect ownership of transferred financial assets to
BIHs [beneficial interest holders].” The three actions taken did not have any impact on the
type of assets previously held by CHAIT or the ownership of the financial assets transferred to
beneficial interest holders. As noted above, both zero-coupon notes and discount receivables
were assets that were contemplated from inception of the CHAIT to be able to be held by CHAIT.
Further, each of these types of assets is passive in nature. Accordingly, all of the actions
taken were in compliance with paragraph 35(c).

    2

    Section 2.15 of the “Chase Issuance Trust Third Amended
Restated Transfer and Servicing Agreement,” which governs “Discount
Receivables,” is attached as Appendix B to this letter.

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Paragraph 35 (d)

The fourth condition of paragraph 35 of SFAS 140 is not applicable to any of the actions taken
by the Firm during the second quarter of 2009.

Finally, in evaluating the substance and propriety of the actions taken in the aggregate, the Firm
considered paragraph 179 of SFAS No. 140 (which was also noted in the “View Proposed by FASB Staff”
referred to above). This paragraph discusses how the Board distinguished QSPEs from other entities
and states:

The Board reviewed the various powers held and activities engaged in by SPEs whose primary
purpose is limited to passively holding financial assets on behalf of BIHs in those assets.
The Board concluded that some powers and activities are appropriate or even necessary to
support that primary purpose, while other powers are unnecessary or even inappropriate for
that purpose [emphasis added]. The Board developed a revised notion of a qualifying SPE
based on that conclusion. The Board identified four conditions necessary for an SPE to be a
qualifying SPE under this Statement [N.B.: these are the four conditions discussed above].

In summary, JPMorgan Chase believes that the actions taken were appropriate and necessary to
support the primary purpose of CHAIT and were in compliance with the four conditions specified in
paragraph 35 of SFAS 140. Further, as discussed above, JPMorgan Chase believes that CHAIT
continues to meet those four conditions and continues to be a QSPE. The Firm included disclosure
related to both the nature and purpose of all of the actions taken in its Quarterly Report on Form
10-Q for the quarter ended June 30, 2009.

For the information of the Staff, we note that in connection with JPMorgan Chase’s implementation
of SFAS 166 and 167, the Firm intends to consolidate CHAIT for financial accounting and reporting
purposes effective January 1, 2010.

* * * * *

          This is to acknowledge that (i) the Firm is responsible for the adequacy and accuracy of the
disclosure in this filing, (ii) 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;