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Correspondence Letter

 Confidential Treatment

 Requested by JPMorgan Chase & Co.

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 July 1, 2011

 Ms. Suzanne Hayes

 Assistant Director

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 the Fiscal Year Ended December 31, 2010 filed February 28, 2011

 Form 10-Q for the Fiscal Quarter Ended March 31, 2011 filed May 6, 2011

 File No. 001-05805

 Dear Ms. Hayes:

We are in receipt of the letter, dated June 15, 2011, 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.

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 Fiscal Year Ended December 31, 2010

 Business, page 1

 Recent Events Affecting the Firm, page 1

1.
 We note your disclosure, here as well as other locations in your filing, regarding the impact of the Dodd-Frank Act and in particular the
“Volcker Rule”. We also note your disclosure that principal transactions revenue consists of private equity gains and losses, realized and unrealized gains and losses from trading activities (including physical commodities inventories that
are generally accounted for at the lower of cost or fair value), changes in fair value associated with financial instruments held by IB for which the fair value option was elected, and loans held-for-sale within the wholesale lines of business.
Further, it appears there may be similar activities reported in other line items and segments. It is not clear how much of this revenue was generated from your proprietary trading business, hedge fund activity, and private equity funds that would be
affected by the Volcker Rule. We believe that a separate discussion of your proprietary trading, hedge fund and private equity fund sponsorship and investing activities, including quantification of

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revenues from such activities, will provide readers with useful information regarding the significance of these activities on your historical financial statements and the impact that the Volcker
rule and its limitations on certain activities is expected to have on your business going forward. Accordingly, please tell us, and revise future filings, to address the following:

•

 Clearly disclose how you define “proprietary trading” for these purposes.

The Firm defines “proprietary trading” as trading in securities, derivatives and futures (or options on any of the foregoing)
principally to realize gains from short term movements in prices for the Firm’s own account. The definition does not include client market-making, hedging or asset and liability management activities, nor does it include direct private equity
investments or other long-term investment activities. Typically, such proprietary trading activity is conducted separately from other business activities; it is generally segregated physically and organizationally from client market-making and other
client-driven businesses as well as from risk management activities, and traders engaged in proprietary trading operate as clients of other, third party market makers.

 Regulators have not yet proposed or adopted rules to implement the Volcker Rule (the “Implementing Rules”). Until Implementing Rules are adopted, the precise scope of the prohibitions
established by the Volcker Rule remains uncertain, as do the meanings of certain terms central to the activities that are specifically permitted, and prohibited, by the Volcker Rule. The Implementing Rules may impose restrictions or permit
activities that ultimately differ from the interpretation employed by the Firm for purposes of the discussion set out below.

•

 Identify the trading desks and other related business units that participate in activities you believe meet the definition of proprietary trading.
Identify where these activities are located in terms of your segment breakdowns. Quantify the gross revenues and operating margin from each of these units. We note your disclosure on page 59 of your Form 10-K for the year ended December 31,
2010 that you have liquidated your positions within Principal Strategies in your former Equities operating segment. It is not clear if this was the extent of your proprietary trading business. Please clarify if there are other proprietary trading
businesses. If there are, please clearly identify the extent to which such activities or business units have been terminated or disposed of as well as the steps you plan to take to terminate or dispose of the rest of these components.

 The Firm has identified proprietary trading activities within its fixed income, commodities and equities
businesses in its Investment Bank line of business. Proprietary trading activities represent a de minimis portion of the revenues and earnings of the Investment Bank line of business and of the Firm. The following table presents the Firm’s

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revenue and net earnings before tax derived from the businesses within the Firm that engaged in proprietary trading activities during 2010 (in millions of dollars):

[Redacted]

 During 2010, the Firm ceased proprietary trading activities within its commodities business and all positions within that business were closed.1 In addition, the Firm is assessing the alternative means by which it might exit the remaining proprietary trading
activities in its fixed income and equities businesses within the timeframe mandated by the Volcker Rule. Possible approaches under consideration include a gradual wind down of the positions and/or the start-up of one or more client investment funds
that would be managed by the Firm. In any event, proprietary trading activities represent a de minimis portion of the revenues and earnings of the Investment Bank line of business and of the Firm, and exiting such activities is not expected to
result in any material disruption to the Firm’s or Investment Bank’s activities and opportunities.

•

 Revise your future filings to clearly identify aspects of your business that are similar to but excluded from your definition of “proprietary
trading” for these purposes. Clearly disclose how you differentiate such activities. Tell us the extent to which you believe it is possible that such activities will be scoped into the final regulatory definition of proprietary trading.

 The Firm does not believe that its client-driven market-making and risk management activities constitute
proprietary trading. However, for completeness, we discuss below these activities, which have some features that are somewhat similar to proprietary trading activities, but remain distinguishable based on several important characteristics.

 The Firm’s Investment Bank line of business is active in markets for all major financial products in the course of its
client market-making and other client-driven activities and actively manages its exposures to credit, interest rate, and other financial risks arising from such activities. While some of these activities require that the Firm take principal
positions that, superficially, appear to be similar to proprietary trading positions, they are distinguishable from proprietary trading positions based upon their basic objectives, which are to provide market liquidity and assist clients in
achieving their investment and risk management objectives and to manage the resulting risk to the Firm. The Firm’s client market-making and risk management activities are defined by their business mandates and limits, which, together with the
risk profiles and other characteristics of the businesses in question (including, for example, the employment of significant numbers of sales staff in the Firm’s client-driven businesses), distinguish these activities from proprietary trading
desks.

1
 The Firm believes that the Staff’s comment regarding the disclosure on page 59 relates to the Form 10-K filed by a registrant other than JPMorgan
Chase.

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 In addition, the Firm’s Chief Investment Office manages the Firm’s structural
risks such as interest rate and foreign exchange risk arising from the assets and liabilities created by its operating businesses. These asset and liability management activities, including securities and loan investment strategies and risk
management activities using derivative instruments, are designed to mitigate the Firm’s structural risk exposure and preserve the Firm’s longer-term capital value through economic cycles and, as such, are clearly distinguishable from
proprietary trading activity.

 The final determination of what is, and what is not, considered proprietary trading for the
purposes of the Volcker Rule is heavily dependent on the final content of the Implementing Rules. Certain of the activities that the Firm currently expects to be permitted under the Volcker Rule could be scoped into the definition of prohibited
proprietary trading under the final Implementing Rules. However, it is too early to identify definitively activities that may be scoped into the definition of prohibited proprietary trading. Accordingly, in future filings the Firm will include
appropriate disclosure of this uncertainty through the inclusion of additional Risk Factor disclosure as further outlined in the Firm’s response to Question 2 of this letter.

•

 Clearly disclose how you define “hedge fund” and “private equity fund” as well as “sponsorship” and
“investing” for the purpose of determining the limitations on your activities in these respective areas.

 The Volcker Rule defines “hedge fund” and “private equity fund” broadly to mean any issuer that would be an investment company, as defined in the Investment Company Act of 1940, but
for section 3(c)(1) or 3(c)(7) thereunder, or such similar funds as the regulatory agencies may determine in the Implementing Rules. The Firm’s current interpretation of the Volcker Rule is that funds commonly interpreted by market participants
to be private equity funds or hedge funds will be in scope, and the discussion below has been prepared on that basis.

 Under
the Volcker Rule, the term to “sponsor” a hedge fund or private equity fund means (i) to serve as a general partner, managing member or trustee of a fund; (ii) in any manner to select or to control (or to have employees,
officers, or directors, or agents who constitute) a majority of the directors, trustees, or management of a fund; or (iii) to share with a fund, for corporate, marketing, promotional or other purposes, the same name or a variation of the same
name. The term “investing” is not a defined term, but the prohibitions in the Volcker Rule relate to acquiring or retaining any “equity, partnership, or other ownership interest in” a hedge fund or private equity fund.

 The Implementing Rules are expected to further refine the current definitions. The final scope of permitted hedge fund and
private equity fund activities under the Volcker Rule is heavily dependent on the final content of the Implementing Rules. Therefore, the

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information provided here reflects the Firm’s best efforts to identify the activities that it expects to be affected using all the information currently available.

•

 Identify the business units that sponsor or invest in private equity or hedge funds. Identify where these activities are located
in terms of your segment breakdowns. Quantify the gross revenues, operating margins, total assets, and total liabilities associated with your sponsorship and investments in private equity and hedge funds. Clearly identify the extent to which
such activities have been terminated or disposed of as well as the steps you plan to take to terminate or dispose of the rest of these components.

 The Firm sponsors or invests in private equity funds and hedge funds that it expects to be within the scope of the Volcker Rule through its Asset Management and Investment Bank lines of business, as well
as in its Corporate/Private Equity sector.

 The following is a financial summary, as of and for the year ended
December 31, 2010, of the Firm’s investments in and sponsorship of private equity funds and hedge funds that the Firm believes are affected by the Volcker rule (in millions):

[Redacted]

Notwithstanding the broad prohibitions on sponsoring and investing in hedge funds and private equity funds, the Volcker Rule permits a
banking entity, such as the Firm, to organize and offer a hedge fund or private equity fund, including serving as a general partner, managing member or trustee of the fund if certain conditions are satisfied (including a limit on the extent of the
Firm’s investments in funds that it organizes and offers). Therefore, the Firm has the option to “conform” investments in, and the organization and offering of, certain of its private equity or hedge funds to meet those conditions,
rather than exiting those investments or ceasing to organize and offer those funds.

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 The Firm is currently undertaking the following steps to ensure that it is compliant
with the final requirements of the Volcker Rule within the stipulated timeframe, based on its current expectations of the Implementing Rules:

•

 The Asset Management line of business plans to conform its activities and investments to the requirements of the Volcker Rule in accordance with the
Implementing Rules. That plan includes reducing the Firm’s investments in its organized and offered funds to the permitted levels and complying with other conditions set forth in the Volcker Rule by the end of the applicable transition periods.

•

 The Firm expects to liquidate in the normal course of business a substantial portion of the investments in its Corporate/Private Equity sector which
the Firm believes will be affected (i.e., the fund is expected to liquidate and distribute proceeds to investors prior to the end of the Volcker Rule transition period). The Firm is in the process of evaluating alternative approaches to dispose of
any remaining affected investments within the timeframe mandated by the Volcker Rule.

•

 The Firm plans to redeem or sell investments within the Investment Bank line of business that it believes are affected, within the timeframe mandated
by the Volcker Rule.

 The application of the Volcker Rule to private equity and hedge fund activities is not
expected to have a significant effect on the revenues or net earnings, or result in any material disruption of the activities and opportunities of the Firm or any of its lines of business.

Disclosure Enhancements

 In future filings, the Firm will enhance its discussion regarding the Volcker Rule to include the following:

 The Firm will be impacted by the requirements of section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and specifically the restrictions around proprietary
trading as well as activities involving private equity and hedge funds (the “Volcker Rule”).

 Regulators have not yet
proposed or adopted rules to implement the Volcker Rule (the “Implementing Rules”). While the Firm has attempted to identify the activities that it expects to be affected by the Volcker Rule, as discussed below, until Implementing Rules
are adopted, the precise scope of the prohibitions

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established by the Volcker Rule remains uncertain, as do the meanings of certain term