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Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 1

April 12, 2010

Mr. John P. Nolan, Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    JPMorgan Chase & Co.

    Form 10-K For Year Ended December 31, 2009

    File No. 001-05805

Dear Mr. Nolan:

     We are in receipt of the letter, dated March 29, 2010, to Michael J. Cavanagh, Chief Financial
Officer of JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”), from the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”), regarding the above-referenced filing.

     Certain confidential portions of this letter were omitted by means of redacting a portion of
the text. The word “[Redacted]” has been inserted in place of the portions so omitted. Pursuant to
the provisions of 17 C.F.R. §200.83, we have separately submitted a copy of this letter containing
the redacted portions of this letter with the Staff and have requested confidential treatment for
the redacted portions of this letter.

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

Form 10-K For Year Ended December 31, 2009

We are currently reviewing your Form 10-K for fiscal year ended December 31, 2009. In our effort
to better understand the decisions you made in determining the accounting for certain of your
repurchase agreements, securities lending transactions, or other transactions involving the
transfer of financial assets with an obligation to repurchase the transferred assets, we ask that
you provide us with information relating to those decisions and your disclosure.

With regard to your repurchase agreements, please tell us whether you account for any of those
agreements as sales for accounting purposes in your financial statements. If you do, we ask that
you:

    •

    Quantify the amount of repurchase agreements qualifying for sales accounting at each
quarterly balance sheet date for each of the past three years.

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    •

    Quantify the average quarterly balance of repurchase agreements qualifying for sales
accounting for each of the past three years.

    •

    Describe all of the differences in transaction terms that result in certain of your
repurchase agreements qualifying as sales versus collateralized financings.

    •

    Provide a detailed analysis supporting your use of sales accounting for your repurchase
agreements.

    •

    Describe the business reasons for structuring the repurchase agreements as sales
transactions versus collateralized financings. To the extent the amounts accounted for as
sales transactions have varied over the past three years, discuss the reasons for quarterly
changes in the amounts qualifying for sales accounting.

    •

    Describe how your use of sales accounting for certain of your repurchase agreements
impacts any ratios or metrics you use publicly, provide to analysts and credit rating
agencies, disclose in your filings with the SEC, or provide to other regulatory agencies.

    •

    Tell us whether the repurchase agreements qualifying for sales accounting are
concentrated with certain counterparties and/or concentrated within certain countries. If
you have any such concentrations, please discuss the reason for them.

    •

    Tell us whether you have changed your original accounting on any repurchase agreements
during the last three years. If you have, explain specifically how you determined the
original accounting as either a sales transaction or as a collateralized financing
transaction noting the specific facts and circumstances leading to this determination.
Describe the factors, events or changes which resulted in your changing your accounting and
describe how the change impacted your financial statements.

During the years ended December 31, 2009, 2008 and 2007, all of the Firm’s repurchase agreements
were accounted for as secured borrowings on the Firm’s Consolidated balance sheets.

The accounting for repurchase agreements is set forth in ASC 860. That guidance indicates that if
(i) the transferor has legally isolated the asset (that is, put the asset presumptively beyond the
reach of the transferor and its creditors), (ii) the transferee has the right to pledge or exchange
the transferred asset and (iii) the transferor does not maintain effective control over the
transferred asset, then the transaction is required to be accounted for as a sale and a forward
purchase. If these conditions have not been met, then the transaction is accounted for as a
secured borrowing.

A key
consideration in evaluating effective control (item (iii) above) is the transferor’s ability to repurchase the
asset on substantially the agreed terms, even in the event of default by the transferee.
In particular, ASC 860 requires that, for the transferor to be deemed
to maintain

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 effective
control over the transferred asset, the transferor must at all times during the contract term have obtained
cash or other collateral sufficient to fund substantially all of the cost of purchasing replacement
assets from others. The Firm has interpreted “substantially
all” to mean 90% or more of the
transferred asset’s fair value. Thus, the Firm considers receipt of cash collateral having at least
90% of the transferred asset’s fair value as being necessary to demonstrate that the transferor has
maintained effective control.

The Firm’s business practice is to require margining agreements using thresholds and collateral
levels consistent with the conventions in the various markets in which it operates,
considering the creditworthiness of the counterparty and the nature and liquidity of the
transferred asset subject to repurchase. For liquid securities (such as treasuries and agency
securities) which represent virtually all of the assets transferred in the Firm’s repurchase
agreements, market conventions for collateral levels are significantly more than the Firm’s 90%
threshold requirement and, accordingly, all such transactions are accounted for as secured
borrowings.

For the insignificant amount of the Firm’s repurchase agreements in which the Firm transferred
securities that are less liquid or that have higher price volatility, market convention is to apply
larger collateral haircuts (i.e., the amount of cash collateral received may be significantly less
than the value of the security transferred). However, the Firm also accounts for such repurchase
agreements as secured borrowings because they generally do not meet the other conditions for sale
accounting required by ASC 860-10-40.

The Firm confirms that it has not changed its accounting policy for recording secured financing
transactions during the last three years.1

For those repurchase agreements you account for as collateralized financings, please quantify the
average quarterly balance for each of the past three years. In addition, quantify the period end
balance for each of those quarters and the maximum balance at any month-end. Explain the causes
and business reasons for significant variances among these amounts.

Refer to
Appendix A for the data requested.

The Firm’s repurchase and resale agreements fluctuate over time due to
customers’ financing needs; the Firm’s matched book activity; ongoing management of the mix, at any given point in time, of the
Firm’s liabilities, including its secured and unsecured financing and deposits (for both the investment and trading portfolios);
and other market and portfolio factors.

Repurchase agreements

Repurchase balances increased from the second half of 2007 to the end of 2008 primarily as a result
of increases in customer activity, including the effect of the liabilities assumed in connection
with the Bear Stearns merger, with a peak level of customer activity
occurring in the third quarter
of 2008. The increase in repurchase balances during 2009 was primarily

    1

    The Firm notes that FASB Staff Position
FAS 140-3, “Accounting for Transfers of Financial Assets and Repurchase
Financing Transactions” was adopted effective January 1, 2009.

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Page 4

 attributable to favorable
pricing and the financing of the increase in the Firm’s investment portfolio.

Resale agreements

From the first quarter of 2007 through the fourth quarter of 2009, fluctuations in the Firm’s
resale balances were primarily the result of customer demand for liquidity. The Firm’s balances
peaked in the third quarter of 2008, concurrent with the collapse of Lehman Brothers, as customers
had fewer institutions from which they could obtain secured financing due to broad dealer
de-leveraging. In addition, balances increased in March 2008 as a result of the announced Bear
Stearns merger. Balances began to decrease in the fourth quarter of 2008 as customer activity
returned to more normalized levels.

Securities borrowed

The Firm’s securities borrowed balances increased in the second quarter of 2008 as a result of the
Bear Stearns merger.

Disclosure

The Firm discloses material changes in the amounts of its repurchase agreements, resale
agreements and securities borrowed in its Exchange Act filings with the  Commission.
These disclosures are typically addressed in the Balance Sheet
 Analysis section of  Management’s Discussion and Analysis.  See, for example, pages
76-77, 77, and 61 of the Firm’s Forms 10-K for the years ended

December 31, 2009,
2008, and 2007, respectively.

In addition, please tell us:

    •

    Whether you have any securities lending transactions that you account for as sales pursuant
to the guidance in ASC 860-10. If you do, quantify the amount of these transactions at each
quarterly balance sheet date for each of the past three years. Provide a detailed analysis
supporting your decision to account for these securities lending transactions as sales.

    During the years ended December 31, 2009, 2008 and 2007, all of the Firm’s securities lending
transactions were accounted for as secured borrowings on the Firm’s Consolidated Balance Sheets.

    •

    Whether you have any other transactions involving the transfer of financial assets with an
obligation to repurchase the transferred assets, similar to repurchase or securities lending
transactions that you account for as sales pursuant to the guidance in ASC 860. If you do,
describe the key terms and nature of these transactions and quantify the amount of the
transactions at each quarterly balance sheet date for the past three years.

    The Firm has identified no other transactions involving the transfer of financial assets with an
obligation to repurchase the transferred assets, similar to
repurchase or securities lending transactions, that were accounted for as sales pursuant to the
guidance in ASC 860 during the years ended December 31, 2009, 2008, and 2007.

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    For the purpose of this response, we have not included transactions in which the Firm has
transferred financial assets and may have, consistent with market practice, an obligation
to repurchase such assets  under certain specified and limited circumstances, such as may
be required under indemnification obligations for breaches of representations and
warranties.

    •

    Whether you have offset financial assets and financial liabilities in the balance sheet
where a right of setoff – the general principle for offsetting – does not exist. If you have
offset financial assets and financial liabilities in the balance sheet where a right of setoff
does not exist, please identify those circumstances, explain the basis for your presentation
policy, and quantify the gross amount of the financial assets and financial liabilities that
are offset in the balance sheet. For example, please tell us whether you have offset
securities owned (long positions) with securities sold, but not yet purchased (short
positions), along with any basis for your presentation policy and the related gross amounts
that are offset.

    The Firm offsets securities owned (long positions) with securities sold, but not yet purchased
(short positions) when the long and short positions have identical CUSIPs (Committee on Uniform
Security Identification Procedures). CUSIPs define a single, fungible position and where a long
position exists, a transaction to sell an identical CUSIP represents a sale of the long
position, not a separately recognized “short” position (which, by definition, is the sale of an
asset not owned by the Firm). The Firm believes that the offsetting of these positions best
reflects the Firm’s inventory position and is consistent with long-standing industry practice.
The gross amount of positions offset at December 31, 2009 was
[Redacted].

    In addition, for each security purchase or sale that has not reached its contractual settlement
date, there is a related receivable or payable recorded between trade date and settlement date.
Consistent with the guidance in ASC 940-320-45-3 it is the Firm’s policy to present the net
trade date receivable or payable in the Firm’s Consolidated balance sheet, without regard to
whether a legal right of setoff exists. The gross amount of balances offset at December 31,
2009 was [Redacted].

Finally, if you accounted for repurchase agreements, securities lending transactions, or other
transactions involving the transfer of financial assets with an obligation to repurchase the
transferred assets as sales and did not provide disclosure of those transactions in your
Management’s Discussion and Analysis, please advise us of the basis for your conclusion that
disclosure was not necessary and describe the process you undertook to reach that conclusion. We
refer you to paragraphs (a)(1) and (a)(4) of Item 303 of Regulations S-K.

As noted above, during the periods ending December 31, 2009, 2008 and 2007, the Firm did not have
repurchase agreements, securities lending transactions, or other
similar transactions involving the
transfer of financial assets with an obligation to repurchase that were accounted for as sales
pursuant to the guidance in ASC 860.

* * * *

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 6

     If you have any questions or request any further information, please do not hesitate to call
the undersigned at 212-270-3632,
Shannon S. Warren at
212-270-1530 or Neila B. Radin at
212-270-0938.

     Very truly yours,

/s/ Louis
Rauchenberger

Louis Rauchenberger

Corporate Controller

    APPENDIX A

[Redacted]