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CONFIDENTIAL TREATMENT

REQUESTED BY JPMORGAN CHASE & CO.

Page 1

August 10, 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

    Filed February 24, 2010

    Form 10-Q For Quarterly Period Ended March 31, 2010

    Filed May 10, 2010

    File No. 001-05805

Dear Mr. Friar:

     We are in receipt of the letter, dated July 23, 2010, to Douglas L. Braunstein, 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 filings.

     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, we
have set forth below in full the Staff’s comments, together with our responses
thereto.

Form 10-K for the fiscal year-end December 31, 2009

General

    1.

    It does not appear that you have filed “clean” opinions of counsel in connection with your
ongoing sales of linked notes under your shelf registration statement (file No. 333-15535).
Please advise us why “clean” opinions have not been filed, or if they have been filed, where
they are located.

    Item 601(b)(5)(i) of Regulation S-K requires the filing of “[a]n opinion as to the legality of
the securities being registered, indicating . . . , if debt securities, whether they will be
binding obligations of the registrant” as an exhibit to a registration statement under the
Securities Act of 1933, as
amended. The opinion of counsel (the “Shelf Opinion”) filed as Exhibit 5.1 to the Firm’s shelf
registration statement (File No. 333-155535) (the “Registration Statement”) on November 21, 2008

CONFIDENTIAL TREATMENT

REQUESTED BY JPMORGAN CHASE & CO.

Page 2

    satisfied this requirement. In particular, paragraph 1 on page 5 of the Shelf Opinion stated
that, subject to customary assumptions relating to corporate authorization and due execution and
delivery, the debt securities “constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms.”

    The debt securities offered pursuant to the Registration Statement are issued under the Firm’s
Series E, Global Medium-Term Notes Program. All of the notes in question are part of a single
series of debt securities, which had been authorized by appropriate corporate action at the time
the Registration Statement was filed. The terms of each individual security were to be
determined by designated corporate officers at the time of issuance. Medium-term notes programs
are designed to streamline frequent debt issuances in accordance with established procedures in
light of the high volume and low notional amounts of such issuances. Given the frequency with
which medium-term notes are offered and sold pursuant to the Registration Statement, it would be
costly, impracticable and administratively burdensome to obtain and file an opinion of counsel
with every issuance of medium-term notes. For example, in the first six months of 2010 there
were approximately 360 offerings of medium-term notes pursuant to the Registration Statement.
In addition, filing an opinion of counsel with every medium-term note issuance would not
necessarily afford investors in the Firm’s linked medium-term notes any additional protection
and might make it more difficult for investors to locate other information about the Firm that
is filed with the Commission.

    Accordingly, consistent with market practice for ongoing sales of linked medium-term notes, the
Firm has not filed new “clean” opinions in connection with takedowns from the Registration
Statement as the Shelf Opinion filed as Exhibit 5.1 to the Registration Statement satisfies the
requirements under Item 601(b)(5)(i) of Regulation S-K.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 30. Commitments and contingencies page 230

    2.

    We note your response to prior comment 11 to our letter dated April 30, 2010 and your
enhanced litigation-related disclosures on pages 164-170 of your March 31, 2010 Form 10-Q. It
appears your threshold for disclosure is whether you can estimate “with confidence” what the
eventual outcome of the pending matters will be. We do not believe that this criterion is
consistent with the guidance in ASC 450. We also note that for the vast majority of
litigation matters discussed you have not provided any discussion of the possible loss or
range of possible loss, which appears unusual given the different stages of each of the
litigation matters discussed below. Please revise your disclosure in future filings to either
provide a range of loss, which may be aggregated for all of the litigation matters for which
you are able to estimate the amount of the loss or range of possible loss, or provide explicit
disclosure for each of the litigation matters that you are unable to estimate the loss or
range of possible loss and the reasons why you are unable to provide an estimate.
Furthermore, if you cannot estimate the possible loss or range of possible loss, please
consider providing additional disclosure that could allow a reader to evaluate the potential
magnitude of the claim.

    For each of the Firm’s litigation-related matters, the Firm makes a determination as to whether
a loss is both probable and reasonably estimable. If both conditions are met, then the amount
of the loss that is deemed probable is accrued as a liability.

CONFIDENTIAL TREATMENT

REQUESTED BY JPMORGAN CHASE & CO.

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    The Firm acknowledges that ASC 450-20-50 requires disclosure of an estimate or range of
“possible” loss over and above any accrued amounts. It is the Firm’s understanding that ASC 450
considers the likelihood of loss along a continuum, in which “probable” losses, if reasonably
estimable, are accrued; “possible” losses are disclosed, if determinable; and “remote” losses
are neither accrued nor disclosed. The Firm understands that the concepts of “possible loss”
and “remote losses” are contiguous and that that the concept of “possible loss” in ASC 450
refers to all potential, non-probable losses other than those deemed “remote.” The Firm
believes that this understanding is consistent both with common practice among preparers and
also with the Proposed Accounting Standards Update, Contingencies (Topic 450): Disclosure of
Loss Contingencies, which more specifically refers to “reasonably possible” as “more than
remote” and indicates that defining “reasonably possible” as “more than remote” is not a change
in disclosure threshold from current practice.

    The Firm’s analysis of each of its litigation matters considers a variety of factors including,
but not limited to, the facts in dispute in a particular matter; the Firm’s analysis of the
relevant statutes or case law and their likely applicability to the matter; the Firm’s possible
legal defenses; its litigation strategies; and opportunities for settlement. The analysis is
based on management’s best judgment of each litigation matter upon advice of, and in
consultation with, counsel. Accordingly, the Firm’s analysis of each of its litigation matters
is generally based on attorney work product and is intended to identify and quantify, to the
extent it is able, “probable” losses.

    In evaluating “possible” losses, the Firm agrees that the threshold for disclosure is not
whether the Firm can estimate “with confidence” what the eventual outcome of pending matters
will be; rather, the Firm agrees that disclosure is required if a loss is reasonably possible.
However, the Firm has concluded that for its litigation matters, including the litigation
matters that are set forth and described in the Legal Proceedings sections of its Forms 10-K and
10-Q (Part I, Item 3 and Part II, Item 1, respectively), it cannot estimate “possible loss”
other than to restate the amount of alleged damages where such damages have been specified or
can be readily derived. This is because, to do otherwise, would require the Firm to speculate
about what plaintiffs might do, to assess novel claims or claims that are at preliminary stages
of adjudication, or assess future actions or decisions that could be viewed as unlikely or
unusual. In contrast, in applying the considerations described above to determine that a loss
on a claim, or any portion thereof, is “probable,” the Firm accrues only for the subset of the
damages sought by the plaintiff estimated to be probable -— and not simply possible. Narrowing
a claim amount to an amount that is “more than remote,” but less than “probable,” would
generally require the Firm and its counsel to engage in substantially more guesswork and
speculation. Therefore, unless during the course of the litigation, the plaintiff amends its
complaint to revise its damage estimates, or expert testimony (not subject to a confidentiality
order) is introduced, an assessment as to the “possible” losses that might be incurred by the
Firm would require the Firm to make a judgment for which there would be generally no reasonable
basis.

    As a result, the Firm believes a range of possible loss, beyond specified alleged damage
amounts, is not estimable for asserted and probable unasserted claims and, in the March 31, 2010
Form 10-Q, the Firm made a statement that such an estimate cannot be made, as required by ASC
450-20-50-4.

    However, to assist the readers of its financial statements in a way that is not prejudicial to
the Firm, the Firm has included in its current description of the status of each matter set
forth in the Legal Proceedings section, for each particular matter where the information is
available, the amount of damages claimed or readily available information that pertains to the
damages claimed. Such information is provided to assist the financial statement users’
understanding of the potential
magnitude of those matters. In future filings, the Firm will continue to provide similar
disclosures of such claim information when it is available.

CONFIDENTIAL TREATMENT

REQUESTED BY JPMORGAN CHASE & CO.

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The Firm believes that it has therefore complied with ASC 450.

To clarify
the intended meaning of the Firm’s comments in Item 1, Legal Proceedings, the Firm
will add the following sentence, “The Firm also cannot estimate the aggregate range of
reasonably possible loss as defined in ASC 450.” In addition, the Firm has clarified its
disclosure in Note 21 on pages 169-170 of the June 30, 2010 Form 10-Q as follows:

“The Firm maintains litigation reserves for certain of its outstanding litigation.
At June 30, 2010, the Firm and its subsidiaries were named as a defendant or were
otherwise involved in several thousand legal proceedings, investigations and
litigations in various jurisdictions around the world. The Firm’s material legal
proceedings are described in Item 1. Legal Proceedings on pages 188-196 of this
Form 10-Q (the “Legal Proceedings section”), to which reference is hereby made.

The Firm has established reserves for several hundred of its cases. The Firm
accrues for a litigation-related liability when it is probable that such liability
has been incurred and the amount of the loss can be reasonably estimated. The Firm
evaluates its litigations, proceedings and investigations each quarter to assess its
litigation reserves, and makes adjustments in such reserves, upwards or downwards as
appropriate, based on management’s best judgment after consultation with counsel.
During the three and six months ended June 30, 2010, the Firm incurred $792 million
and $3.7 billion, respectively, of litigation expense. There is no assurance that
the Firm’s litigation reserves will not need to be adjusted in the future.

The Firm’s legal proceedings range from cases involving a single plaintiff to class
action lawsuits with classes involving thousands of plaintiffs. These cases involve
each of the various lines of business of the Firm and a wide variety of claims
(including common law tort and contract claims and statutory antitrust, securities
and consumer protection claims), some of which are at preliminary stages of
adjudication and/or present novel factual claims or legal theories. While some
cases pending against the Firm specify the damages claimed by the plaintiff, many
seek an indeterminate amount of damages or are at very early stages; and even where
damages are specified by the plaintiff, such claimed amount may not correlate to
reasonably possible losses or those that might be judicially determined to be
payable by the Firm.

The Firm does not believe that an aggregate range of reasonably possible losses
(defined by the relevant accounting literature to include all potential losses other
than those deemed “remote”) can be determined for asserted and probable unasserted
claims as of June 30, 2010. This would require the Firm to make assessments
regarding claims, or portion of claims, where actual damages have not been specified
by the plaintiffs, or to assess novel claims or claims that are at preliminary
stages of adjudication. For those legal matters where damages have been specified
by the plaintiff, such claimed damages may, in some instances, provide the upper end
of the range of reasonably possible losses as previously defined. Accordingly, to
assist the reader’s understanding of the potential magnitude of the matters at
issue, the Firm has included in its current description of the
status of each matter set forth in the Legal Proceedings section, for each
particular matter where the information is available, the amount of damages claimed
or publicly available information that pertains to the damages claimed where not so
specified.

CONFIDENTIAL TREATMENT

REQUESTED BY JPMORGAN CHASE & CO.

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The Firm believes it has meritorious defenses to the claims asserted against it in
its currently outstanding litigations, and it intends to defend itself vigorously in
all its cases.

Based upon its current knowledge, after consultation with counsel and after taking
into consideration its current litigation reserves, the Firm believes that the legal
actions, proceedings and investigations currently pending against it should not have
a material adverse effect on the Firm’s consolidated financial condition. However,
in light of the uncertainties involved in such proceedings, actions and
investigations, there is no assurance that the ultimate resolution of these matters
will not significantly exceed the reserves currently accrued by the Firm; as a
result, the outcome of a particular matter may be material to JPMorgan Chase’s
operating results for a particular period depending on, among other factors, the
size of the loss or liability imposed and the level of JPMorgan Chase’s income for
that period.”

Note 31. Off-Balance sheet lending-related financial instruments, guarantees and other
commitments Indemnifications for breaches of representations and warranties, page 233

    3.

    We note your disclosure on page 233 and your 2009 form 10-K and pages 48 and 151 of your
March 31, 2010 Form 10-Q. Please address the following:

    •

    Revise future filings to disclose whether there is a particular time
period that you have to respond to the repurchase request, and if so, what occurs if
you do not timely respond.

    Repurchase demands from the GSEs are governed by the purchase and sale agreements with
the GSEs.