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SEC Comment Response Letter

 Confidential Treatment

 Requested by JPMorgan Chase & Co.

 Page 1

December 20, 2010

Mr. Amit Pande, Accounting Branch Chief

Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Mail Stop 4561

Re:
JPMorgan Chase & Co.

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed February 24, 2010

Form 10-Q for the Quarterly Period Ended March 31, 2010

Filed May 10, 2010

Form 10-Q for the Quarterly Period Ended June 30, 2010

File No. 001-05805

 Dear Mr. Pande:

 We are in receipt of the letter, dated November 4, 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 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 the fiscal year ended December 31, 2009

1.
Please be advised that we are evaluating your response to comment 1 in our letter dated July 23, 2010.

We await any further comments that you may have with respect to this item.

 Confidential Treatment

Requested by JPMorgan Chase & Co.

 Page 2

 Consolidated Financial Statements

 Notes to Consolidated Financial Statements

 Note 30. Commitments and
contingencies, page 230

2.
We note your response to prior comment 2 from our letter dated July 23, 2010 and your enhanced disclosures on pages 169 through 170 and pages 188 through 196 of
your Form 10-Q for the quarter ended June 30, 2010; however, we do not believe your disclosures fully comply with the criteria and guidance in ASC 450. Specifically, we refer to the generic disclosures that a possible loss or range of possible
loss cannot be estimated and are unclear why you believe you are in full compliance with the above referenced guidance. Further, we note the extensive disclosures about your significant litigation matters in Item I, Part II of the Form 10-Q
beginning on page 188 which are in varying stages of litigation. We strongly encourage you to provide a more transparent discussion of the reasonably possible loss or range of possible loss, by individual case or in the aggregate to allow an
investor to fully understand your liability exposure. These disclosures should be updated quarterly as additional information is obtained and new cases are filed. Please provide us with your proposed disclosure and revise your future filings
accordingly.

In response to the Staff’s prior comments, the Firm enhanced its disclosures relating to its litigation exposures in its Form 10-Q for the quarter ended
June 30, 2010. The Firm further enhanced those disclosures in its Form 10-Q for the quarter ended September 30, 2010. Following is a description of the Firm’s disclosure approach and the basis for the Firm’s conclusion that it is
in full compliance with the guidance in ASC 450.

The analysis used by the Firm in determining which litigation matters to disclose is based on both quantitative and qualitative considerations. The Firm endeavors to
provide the users of its financial statements with information concerning those matters that it believes potentially expose the Firm to the most significant possible losses.

For each of the Firm’s material litigation matters, the Firm provides a description of the matter in its Forms 10-K and Form 10-Q. Included in each description is
a summary of the significant claims being asserted and of the current status of the matter. Where the plaintiffs have quantified the damages they are seeking, or those amounts are readily ascertainable, they are disclosed.

ASC 450-20-50-3 requires the disclosure of “an estimate of the possible loss or a range of loss or a statement that such an estimate cannot be made.” The Firm
understands that “possible loss” refers to losses other than those deemed “remote”. The Firm also understands that the intent of this disclosure requirement is to give users of its financial statements information about matters
where the Firm is exposed to losses beyond those deemed “probable”.

 Confidential Treatment

Requested by JPMorgan Chase & Co.

 Page 3

—

 For litigation matters involving a specified claim amount, the Firm believes that the claim amount represents the upper end of the range of possible
loss. Accordingly, those amounts are disclosed for each matter described on pages 192-200 of its Form 10-Q for the quarter ended September 30, 2010, where such amounts are available. The Firm does not believe that it is possible to provide a
reasoned assessment of the extent to which a claimed amount is remote. This is because, unless the plaintiffs have actually provided adjustments to the claimed amount or a determination can reasonably be made that the litigation is spurious (in
which latter situation the matter generally would not be disclosed), a whole range of outcomes, including an outcome that could result in the Firm being liable for the alleged damage amount, is possible. Indeed, courts may apply legal theories that
are inconsistent with the Firm’s own analysis of the matter or come to legal conclusions or rulings which the Firm has not anticipated).

o
It is important to note that this does not mean that the disclosed claimed amount represents management’s view of the litigation matter. Management’s view
takes into account the Firm’s litigation strategies, its view of the merits of the case, the defenses that it believes it has available to it, its analysis of the proper application of relevant law and other factors; such considerations and
attorney work product form the basis for management’s view of the range of “probable” losses — not “possible” losses.

—

 For litigation matters where plaintiffs have not specified a claim amount, but rather, “seek an indeterminate amount” of damages, the Firm
does not believe that it is in a position to provide a reasoned estimate of the possible loss for these matters. Accordingly, the Firm includes a statement to that effect, as required by ASC 450-20-50-3, along with an explanation as to why such an
estimate cannot reasonably be made for these particular matters.

—

 Due to the significant number of the Firm’s litigation matters that do not involve a specified claim amount, the Firm is similarly unable to
establish a range of possible loss for its aggregate portfolio of litigation proceedings.

In response to the Staff’s comments, the Firm intends to disclose the following in its Form 10-K for the year ended December 31, 2010:

 Confidential Treatment

Requested by JPMorgan Chase & Co.

 Page 4

 “For those legal matters where damages have been specified by the plaintiff, such
claimed damages provide the upper end of the range of reasonably possible losses (defined by the relevant accounting literature to include all potential losses other than those deemed “remote”). 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 on pages XXX-XXX, 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. The Firm does not believe that a range of reasonably possible losses can be determined for the other asserted and probable unasserted
claims as of December 31, 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 subject to
further adjudication.”

 In its disclosures, the Firm has and will continue to: (a) include an estimate of possible loss for cases
with specified claim amounts; (b) state that the Firm is unable to estimate a possible loss for litigation matters without specified claim amounts, along with the basis for that determination; and (c) in all cases, provide descriptions of
its material litigation matters. Therefore, the Firm believes that it is and will be in compliance with the criteria and guidance in ASC 450, and has or will have provided information to allow an investor to understand the Firm’s litigation
exposures.

 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 response to prior comment 3 from our letter dated July 23, 2010 and your enhanced disclosures on pages 58-60 of your Form 10-Q for the quarter
ended June 30, 2010 surrounding your repurchase liability. We also note your disclosure in your Form 8-K filed on October 13, 2010, with the 2010 third quarter earnings release, that total production revenue was reduced by $1.5 billion of
repurchase losses and included a $1.0 billion increase in the repurchase liability during the quarter reflecting higher estimated future repurchase demands. Given the significance of the realized losses and provision for repurchase losses recognized
during the third quarter of 2010 compared to historical charges and to your repurchase liability at June 30, 2010, please provide us with, and enhance your disclosures in future filings to include the following:

—

 A detailed analysis and timeline of events supporting the period-to-period changes in your realized losses, provision for repurchase losses and
resulting repurchase liability focusing on the specific facts and circumstances that resulted in the third quarter 2010 increases in all three of these components;

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Requested by JPMorgan Chase & Co.

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—

 A comprehensive discussion linking your methodology for estimating losses attributable to probable future demands to the large increase in the
repurchase liability during the third quarter of 2010; and

—

 A discussion addressing whether there have been any changes in your methodology for determining the repurchase liability or any significant changes
in your underlying assumptions. If so, please provide a detailed analysis for any such changes, including quantification of the effect of these changes on your repurchase liability from quarter to quarter.

Following is a summary of the period-to-period changes in the Firm’s realized losses, provision for repurchase losses and repurchase
liability:

For the three months or
period ended

($) in millions

 September 30,

2010

 June 30,

2010

Period to period

 change

 Realized
losses

$   489

$   317

$172

Provision for repurchase losses

$1,464

$   667

$797

Repurchase liability

$3,307

$2,332

$975

The increase in realized losses for the three months ended September 30, 2010, as compared to the three months ended June 30,
2010, is primarily attributable to the Firm’s efforts to resolve outstanding repurchase demands as timely as possible and to reduce the level of outstanding repurchase demands. Also contributing to the increase, but to a lesser extent, was an
increase in the level of repurchase demands, particularly from Fannie Mae and Freddie Mac (the “GSEs”).

 The Firm
regularly updates its estimated repurchase liability and the provision for repurchase losses based on the most recent information available to it. The primary driver of the change in the repurchase liability for the three months ended
September 30, 2010, was certain changes in the assumptions related to future repurchase demands, as described below.

 As described on page 60 of the Firm’s Form 10-Q for the quarter ended September 30, 2010, the Firm experienced through the first three quarters of 2010 a sustained trend of increased file
requests and repurchase demands across most vintages, including the 2005 – 2008 vintages, in spite of improved delinquency statistics and the aging of the 2005 – 2008 vintages. File requests from the GSEs and private investors1 decreased by 29% between the second and third quarters of 2009 and
remained relatively stable through the fourth quarter of 2009. After this period of decline and relative stability, file requests from the GSEs and private investors then experienced quarter over quarter increases of 5%, 18% and 15% through the
first, second and third quarters of 2010, respectively.

 Confidential Treatment

Requested by JPMorgan Chase & Co.

 Page 6

 The Firm further disclosed in its Form 10-Q for the quarter ended September 30,
2010, that it expects this change in GSE behavior will alter the historical relationship between delinquencies and repurchase demands (resulting in changes to the Firm’s estimated repurchase liability). In response to these changing trends, in
the third quarter of 2010, the Firm refined its estimate of probable future repurchase demands by separately forecasting near-term repurchase demands (using outstanding file requests) and longer-term repurchase requests (considering delinquent loans
for which no file request has been received). The Firm believes that this refined estimation process produces a better estimate of probable future repurchase demands because it directly incorporates the Firm’s recent file request experience.
The Firm also believes that the refined estimation process will better reflect emerging trends in file requests as well as with regard to the relationship between file requests and ultimate repurchase demands. This refinement in the Firm’s
estimation process resulted in a higher estimated amount of probable future repurchase demands from the GSEs, and this revised future repurchase demand assumption was the primary driver of the $975 million net increase in the Firm’s repurchase
liability in the third quarter of 2010.

 For the Staff’s information, following is additional information (i.e.,
supplemental to that which the Firm disclosed in its Form 10-Q for the quarter ended September 30, 2010), about the timeline of events supporting the period to period change in the Firm’s provision for repurchase losses and its repurchase
liability, the methodology that the Firm uses to estimate probable future repurchase demands (both near-term and longer-term) and how the assumptions underlying that methodology have changed during 2010.

Timeline of events

 During the first quarter of 2010, the Firm began to observe that the GSEs appeared to be making repurchase demands in a manner that was inconsistent with one of the modeling curves that the Firm was then
using to estimate probable future repurchase demands. [Redacted]

 In the second quarter of 2010, the apparent trend that the
Firm began to observe in the first quarter continued to develop. [Redacted] However, the Firm did disclose in its Form 10-Q for the quarter ended June 30, 2010 that it had observed a slight increase in repurchase demands from the GSEs,
including those related to older vintages, and also noted that this development was considered in estimating the Firm’s repurchase liability.

1
 While the Firm’s data relates to both GSE and private investors, predominantly all of the file requests received by the Firm to date are related
to loans sold to the GSEs.

 Confidential Treatment

Requested by JPMorgan Chase & Co.

 Page 7

 By the third quarter of 2010, it was becoming clear that [Redacted]

The Firm’s [Redacted] expectation that file requests and repurchase demands will remain elevated cau