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CONFIDENTIAL TREATMENT

REQUESTED BY JPMORGAN CHASE & CO.

Page 1

May 19, 2010

Mr. William Friar, Senior Financial Analyst

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. Friar:

     We are in receipt of the letter, dated April 30, 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 (other than comment No. 1),
together with our responses.

Form 10-K For Year Ended December 31, 2009

Management Discussion and Analysis of Financial Condition and Results of Operations

2010 Business outlook, page 43

    2.

    We note your disclosure on page 44 that as a result of the recently-enacted credit card
legislation, management estimates are that Card Service’s annual net income may be adversely
affected by approximately $500 million to $750 million.

    •

    Provide us with, and revise filings to include, a robust description of the Credit
Card Accountability Responsibility and Disclosure Act of 2009 (CARD Act) focused on the
most significant provisions of the CARD Act on industry practices, including marketing,
underwriting, pricing, billing and other aspects of the credit card business; and

CONFIDENTIAL TREATMENT

REQUESTED BY JPMORGAN CHASE & CO.

Page 2

    •

    As it relates to your credit card securitization activities, please tell us whether,
and if true, how the CARD Act impacted the valuation (fair value) of your credit card
residuals at December 31, 2009. For example, it appears that certain provisions in the
CARD Act could impact the timing, and possibly the amount, of cash flows to the trust,
which would appear to have an effect on the valuation of the trust residual. Please
tell us whether you have made any significant changes to historical assumptions used in
your valuation model for these residuals in response to this change in operating
environment as a result of the CARD Act and if true, whether these changes had a
material impact on your results of operations.

The Firm provided a description of the most significant aspects of the CARD Act and the related
changes to the Firm’s business practices on page 32 of its March 31, 2010 Form 10-Q.

The Firm’s reported residual interests in credit card securitization trusts at December 31, 2009,
included $1.0 billion of escrow accounts, $854 million of “discount receivables” (which are more
fully discussed in a letter to the Staff dated January 29, 2010), and $[Redacted] of interest-only
strips. Unlike interest-only strips, the valuations of the escrow accounts and discount
receivables are not highly sensitive to future income expected to be earned. Therefore, the CARD
Act had no significant impact on the valuation of either of these residual interests.

The Firm considered the relevant aspects of the CARD Act in valuing its interest-only strips. The
value of the interest-only strips declined from approximately $[Redacted] at March 31, 2009 (i.e.,
the reporting date preceding the enactment of the CARD Act), to $[Redacted] at December 31, 2009.
While effects of the CARD Act contributed to the change in the value of the Firm’s interest-only
strips during that time period, the overall decline in value was primarily attributable to higher
expected credit losses. The $[Redacted] decline in value of the interest-only strips did not have
a material impact on the Firm’s results of operations.

Residential real estate loan modifications activities, page 114

    3.

    Please consider enhancing your disclosure in future filing to quantify the type of
concessions made on these troubled debt restructurings as well as your commercial loan
troubled debt restructurings disclosed on page 101 (reduction in interest rate, payment
extension, forgiveness of principal, etc). In addition, please consider disclosing your
successes with the different types of concessions.

The Firm enhanced its disclosures regarding the types of, and success with respect to, concessions
made in modifications to consumer and credit card loans on pages 76-77 of its March 31, 2010 Form
10-Q.

In addition, the Firm expanded its disclosure regarding the types of concessions typically granted
in modifications of wholesale loans on page 128 of its March 31, 2010 Form 10-Q. The Firm does not
believe that more detailed disclosures quantifying the different types of, and success with respect
to, such concessions related to wholesale loans would generally be informative to users of its
financial statements. This is because the Firm’s modifications of wholesale loans are specifically
tailored to each borrower and are typically not conducted in a programmatic manner. Accordingly,
the success of a wholesale loan modification (that is, whether the restructured loan is paid in
full, based on the modified terms) is more dependent on borrower-specific factors than on the type
of concession granted.

CONFIDENTIAL TREATMENT

REQUESTED BY JPMORGAN CHASE & CO.

Page 3

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 13 – Loans, page 192

    4.

    We note that your loan portfolio included $68.2 billion of commercial and industrial loans
and another $57.2 billion of real estate loans which represent credit extended for real
estate-related purposes to borrowers who are primarily in the real estate development or
investment business. Given the relatively high level credit risk typically associated with these types of lending
products, please tell us, and consider revising future filings to disclose the following
information related to loans with interest reserves:

    •

    The amount of interest reserves recognized during the periods presented, the amount
of capitalized interest recorded in your loan portfolio, and the amount of these loans
that are non-performing;

    •

    Your policy for recognizing interest income on these loans;

    •

    How you monitor the projects throughout their lives to make sure the properties are
moving along as planned to ensure appropriateness of continuing to capitalize interest;

    •

    Whether you have extended, renewed or restructured terms of the related loans and
the reasons for the changes;

    •

    Your underwriting process of these loans and any specific differences as compared to
loans without interest reserves ; and

    •

    Whether there were any situations where additional interest reserves were advanced
to keep a loan from becoming nonperforming.

Loans with interest reserves exist primarily in the Firm’s wholesale construction lending
portfolios, and represent a small subset of the Firm’s $57.2 billion of wholesale real estate
loans. The Firm’s origination of new wholesale construction loans with interest reserves has been
limited in the last several years. Accordingly, the balance of these types of loans has been
declining and, at December 31, 2009, the outstanding principal balance of wholesale construction
loans with interest reserves was approximately $[Redacted], of which $[Redacted] was classified as
nonperforming. During 2009, the Firm recognized less than $[Redacted] of interest income with
respect to wholesale construction loans with interest reserves. Unused interest reserves totaled
approximately $[Redacted] as of December 31, 2009.

The credit characteristics of the Firm’s commercial real estate portfolio, by sub-portfolio (e.g.,
multi-family, commercial lessors, commercial construction and development), is presented on page
108 of the Firm’s December 31, 2009 Form 10-K. Given the size and seasoning of the Firm’s remaining
portfolio of loans with interest reserves, and the fact that such loans do not present a
significant credit risk to the Firm, the Firm has not included incremental disclosures for this
portfolio in its March 31, 2010 Form 10-Q. We will consider expanded disclosures in future filings
if the Firm’s portfolio of loans with interest reserves materially increases and begins to have a
material effect on the Firm’s credit statistics.

CONFIDENTIAL TREATMENT

REQUESTED BY JPMORGAN CHASE & CO.

Page 4

For the Staff’s information, responses to the Staff’s additional questions are detailed below.

The Firm’s standard policies for interest income recognition are applied to all construction loans,
including those with interest reserves. As long as the Firm continues to expect repayment of the
loan according to its contractual terms, interest income continues to be recognized. If the Firm
were to determine at anytime during the life of the loan that full payment of principal and
interest was in doubt, then the accrual of interest would cease and the loan would be classified as
nonperforming.

The Firm actively monitors projects during the construction phase to ensure that the projects are
proceeding as planned. Typically, the Firm hires third party architectural consultants to evaluate
the progress of construction and ensure that the progress remains in line with the drawn funding.
In addition, each time the borrower requests to draw funds from the interest reserve, the Firm
analyzes the amount of the interest reserve to ensure that it will continue to cover projected
interest costs through the date at which the collateral will be able to generate sufficient cash
flows to service the debt independently (i.e., the property is “stabilized”). If the analysis
indicates an expected shortfall before the property is stabilized, then the borrower would
typically be required to fund a cash collateral account from which any actual interest shortfall
would be paid. The Firm would not capitalize any interest relating to an actual interest shortfall
if it were to occur.

The Firm may extend or renew maturing construction loans in the normal course of business. The
initial term of construction loans is often established to cover the projected actual construction
period, and extensions and renewals are generally expected to be provided, assuming construction
has progressed as projected, until the collateral is fully stabilized and eligible for term
financing from a third party. As part of the extension or renewal process, the loan is
re-underwritten to properly assess the credit risk and to ensure the collateral coverage remains
sufficient. When the Firm extends, renews, or otherwise modifies a loan to a borrower, the Firm
assesses whether the modified loan should be accounted for and reported as a troubled debt
restructuring (that is, the Firm considers whether the modified terms represent a concession to a
borrower that is experiencing financial difficulty).

As noted above, construction loans with interest reserves are underwritten such that the interest
reserve amount is expected to be adequate to sustain the project until it is fully stabilized. For
example, a loan structure that requires 100% of the borrower’s equity to be advanced prior to
disbursement of loan funds would require an interest reserve to ensure that there are sufficient
funds available to the borrower to make interest payments until the property generates sufficient
cash flow independently. In contrast, interest reserves would typically not be used on loans
secured by properties that are already stabilized. Other than matters specifically related to the
establishment of the interest reserve itself, there is no substantive difference in the Firm’s
underwriting process for loans with an interest reserve compared with the process for loans without
an interest reserve.

The Firm does not advance additional interest reserves simply to keep a loan from becoming
nonperforming. In some cases, the Firm does consider advancing additional funds to the borrower
because the interest reserve has been depleted before the property is stabilized. In such
circumstances, the Firm would generally advance additional funds to the borrower only if the
current and projected value of the property is sufficient to ensure repayment of such advances.

    5.

    We note your disclosure on pages 101, 114, 195 and 254 that you had approximately $9.4
billion of non-purchase credit impaired restructured loans ($1.1 billion wholesale loans, $3.1
billion residential real estate loans and $5.1 billion credit card loans), of which $7.9
billion appears to be classified as performing at December 31, 2009. We also note your
disclosure on

CONFIDENTIAL TREATMENT

REQUESTED BY JPMORGAN CHASE & CO.

Page 5

    page 114 that restructured loans may be returned to accrual status when payment
is reasonably assured and the borrower has made a minimum of six payments under the new terms.
Given the increasing amount of restructured loans and the fact that is appears 85% of these
restructured loans are accruing at December 31, 2009, please tell us, and revised future
filings to clearly and comprehensively discuss, the following:

    •

    All of the factors that you consider at the time a loan is restructured to determine
whether the loan should accrue interest.

    •

    Clarify whether all of the troubled debt restructurings are classified as
non-accrual at the time the loan is restructured. If not, quantify the amount of
troubled debt restructurings that were classified as accrual upon restructuring and
explain in detail how you determined that the loan was restructured so as to be
reasonably assured of repayment and of performance according to prudent modified terms
and is supported by a current, well-documented credit assessment of the borrowers
financial condition and prospects for repayment under the revised terms.

    •

    For any of your troubled debt restructurings that accrued interest at the time the
loan is restructured, whether you have charged-off any portion of the loan. If you
have, please tell us how you concluded that repayment of interest and principal
contractually due on the entire debt is reasonably assured.

    •

    Consider revising your accounting policy on page 193 to discuss how you determine
whether the borrower has demonstrated repayment performance with modified terms.
Specifically consider providing similar disclosure to that provided on page 114,
including, but not limited to the fact that restructured loans may be returned to
accrual status when payment is reasonably assured and the borrower has made a minimum
of six payments under the new term.

As disclosed on page 205 of the Firm’s December 31, 2009 Form 10-K, the Firm’s policy is to exempt
credit card loans, including modified credit card loans, from being placed on nonperforming status,
as permitted by regulatory guidance. Excluding the $5.1 billion of modified credit card loans, the
Firm had, at December 31, 2009, approximately $4.2 billion of non-purchased credit impaired
modified loans ($3.1 billion of consumer loans and $1.1 billion of wholesale loans),
of which approximately 38%, or $1,584 million ($966 of consumer loans and $618 of
wholesale loans) was considered to be performing.

In predominantly all cases, consumer (excluding credit card) and wholesale loans modified in a
troubled debt restructuring were considered nonperforming prior to the modification. These loans