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Correspondence Letter

 Confidential Treatment

Requested by JPMorgan Chase & Co.

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 September 7, 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 Fiscal Year Ended December 31, 2010

         Filed February 28, 2011

         Form 10-Q for Fiscal Quarter Ended March 31, 2011

         Filed May 6, 2011

         Form 8-K filed June 16, 2011

         File No. 001-05805

 Dear Ms. Hayes:

 We are in receipt of the letter, dated August 3, 2011,
to Douglas L. Braunstein, Executive Vice President and 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 Fiscal Year Ended December 31, 2010

 Item 1A: Risk Factors, page 5

1.
 We note your response to our prior comment two in our letter dated June 15, 2011 and reissue the comment. Your risk factor disclosure about the
effect of the recently-enacted laws and regulations, even if not separated into multiple risk factors, could be improved by quantifying the effect those recently-enacted laws and regulations will have on your operations. To the extent that the
effect on your

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operations cannot be determined, please quantify the types of revenue streams that will be affected such as revenues generated from debit card interchange fees.

In response to the Staff’s prior comment, the Firm enhanced its Risk Factor related to recently adopted legislation and regulations
on page 192 of its June 30, 2011 Form 10-Q. In addition, the Firm provided a description of the likely impact of certain anticipated changes, including quantification of the anticipated effect of limitations on debit card interchange fees, on
page 10 of its June 30, 2011 Form 10-Q.

 If JPMorgan Chase does not effectively manage its liquidity, its business could suffer,
page 5

2.
We note your additional disclosures on pages 115 and 196 of your filing and your proposed disclosure provided in response to our prior comment three in our letter
dated June 15, 2011. Your risk factor discussion should include material details that impact an investor’s understanding of the risk and potential consequences. Please expand the future risk factor disclosure to disclose any negative
ratings outlook and quantify the additional collateral you would be required to post given a one and two notch downgrade.

 The Firm will revise its risk factors in future filings to include material details that impact an investor’s understanding of the risks of liquidity management, including any negative ratings
outlook and the amount of additional collateral the Firm would be required to post given a one and two notch downgrade.

Management’s Discussion and Analysis, page 54

 Executive Overview, page 55

3.
We note your response to our prior comment five in our letter dated June 15, 2011 and we reissue the comment in part. Please confirm that in future periods when
the reductions in the allowance for credit losses are a significant driver of net income you will include disclosure in a risk factor and Management’s Discussion and Analysis quantifying the reductions in the allowance for credit losses and
disclosing that such level of net profit may not be sustainable.

 The Firm confirms that when reductions in
the allowance for credit losses are a significant driver of net income in future periods, the Firm will disclose in a risk factor and in Management’s Discussion and Analysis the amount of the reductions and note that such level of net profit
may not be sustainable.

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 Country Exposure, page 128

4.
Please refer to our previous comment ten in our letter dated June 15, 2011. We note your proposed revised disclosures. For the purposes of providing transparent
disclosure regarding your exposure and the potential risk of loss, or lack thereof, related to activities conducted in Greece, Italy, Portugal, Spain and Ireland, please expand your disclosure to include the gross balance of your exposures to these
countries for each product type (i.e. loans and loan commitments, securities, derivatives or other financing). Separately include the total amount of your exposure that is collateralized, the amount of exposure for which you have purchased credit
derivative swaps and the amount receivable that is unsecured. Please provide this information by country and type of borrower (i.e. sovereign or corporate and consumer). Additionally, please indicate whether you have sold credit protection on any
sovereign exposures related to these entities, and if so, please disclose the notional amount of credit protection sold by country. Please quantify any impairment you have recorded related to these exposures. A tabular presentation may be helpful.

 [Redacted]

 Market Risk Management, page 142

5.
Please refer to our previous comment 12 in our letter dated June 15, 2011. As requested, please revise your future filings to disclose the level or number of
market factors used when calculating Value-at-Risk (or VaR). Per your disclosure on page 144 of your December 31, 2010 Form 10-K we note that none of your daily market risk-related losses during 2010 exceeded VaR. Please tell us and revise your
future filings to disclose the reasons why your daily market risk-related losses did not exceed VaR for any day of the year, particularly given your disclosure on page 142 that at a 95% confidence level, you expected to incur losses greater than
that predicted by VaR estimates five times in every 100 trading days, or about 12 to 13 times a year. We note a similar trend regarding your VaR results for 2009, as disclosed on page 122 of your 2009 Form 10-K where you disclose that at a 95%
confidence level you only experienced one VaR exception due to high market volatility when you expected losses in excess of VaR approximately 12 times per year. Please tell us how you concluded that your model was statistically appropriate in light
of the fact that the number of exceptions was significantly below the number of instances statistically expected over the past two years.

 In its June 30, 2011 Form 10-Q (see page 88), the Firm stated, “the Firm’s VaR calculation is highly granular and incorporates numerous risk factors, which are selected based on the risk
profile of each portfolio.”

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 The Firm’s historical simulation uses market data time series relevant to each
particular instrument or portfolio included in the VaR calculation. The VaR calculation also uses risk sensitivities, or “risk factors,” which are selected based on the risk characteristics of the portfolio. Thus, the measurement of
VaR may be based on a single market time series for individual instruments, or may involve multiple market time series to reflect the multiple risk factors of the instruments in a particular portfolio. The number of market data series and the
number of risk factors varies based on the characteristics and composition of the Firm’s portfolio. The Firm’s current database includes over 300,000 market data time series, and the Firm’s VaR calculation uses hundreds of risk
factors.

 To provide a specific number of market data series and risk factors across all portfolios, when not all risk factors
apply to all portfolios, does not provide useful information to financial statement users, and could be misleading because the total number of market data time series or risk factors is not necessarily an indicator of the rigor of the VaR
calculation and could be misinterpreted as such. The Firm believes that the qualitative description of its VaR calculation allows financial statement users to understand the basis of the Firm’s VaR calculation and the usefulness and
limitations of VaR.

 As noted on page 88 of the Firm’s June 30, 2011 Form 10-Q, the historical simulation is based on
data for the previous twelve months. This approach assumes that historical changes in market values are representative of the distribution of potential outcomes in the immediate future. To the extent that actual market volatilities are
greater or less than the historical data from the previous twelve months, one would expect the actual number of VaR exceptions to differ from the number suggested by the statistical analysis. For example, the market volatilities experienced
during 2009 and 2010 were generally lower than the market volatilities of the previous twelve month period used in the historical simulation, thereby resulting in fewer exceptions than would have been expected had actual market volatilities been
consistent with the historical data.

 To clarify this in future filings, the Firm will revise its disclosure to read,
“This means that, assuming actual changes in market values are consistent with the historical changes used in the simulation, the Firm would expect to incur losses greater than that predicted by VaR estimates five times in every 100 trading
days, or about 12 to 13 times a year. However, differences between actual and historical market price volatility may result in fewer or greater VaR exceptions than the number indicated by the historical simulation.”

Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 11

6.
 We note your responses to prior comments 20, 21 and 22 in our letter dated June 15, 2011 and look forward to reviewing your revised draft
disclosure. Additionally, with respect to comment 21 if the performance target is quantifiable, the target should be

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disclosed in your discussion. If you believe disclosure is likely to result in competitive harm, please present your analysis supporting this determination.

(i) Below is the draft disclosure to be included in future filings discussing why the Firm has determined that the most effective
leadership model is that Mr. Dimon serves as both Chairman and CEO (prior comment 20).

 “The Firm’s Board of
Directors has no established policy on whether or not to have a non-executive chairman and believes that it should make that judgment based on circumstances and experience. The Board has determined that the most effective leadership model for
the Firm currently is that Mr. Dimon serves as both Chairman and Chief Executive Officer. The Board believes it is functioning effectively under its current structure, and that the current structure provides appropriate oversight
protections.

 The Firm’s Presiding Director functions as a Lead Director, but the Board prefers the term Presiding
Director to emphasize that all directors share equally in their responsibilities as members of the Board. The Presiding Director presides at executive sessions of independent directors (generally held as part of each regularly scheduled Board
meeting) and at all Board meetings at which the Chairman is not present, and has authority to call meetings of independent directors. The Presiding Director approves Board meeting agendas and schedules for each Board meeting, may add agenda items in
his or her discretion, approves Board meeting materials for distribution to and consideration by the Board, facilitates communication between the Chairman and CEO and the independent directors, as appropriate, is available for consultation and
communication with major shareholders where appropriate, upon reasonable request, and performs such other functions as the Board directs.

 The Board does not believe that introducing a separate Chairman at this time and with this CEO would provide appreciably better direction for and performance of the Firm, and instead could cause
uncertainty, confusion and inefficiency in board and management function and relations.”

 (ii) Below is the draft
disclosure to be included in future filings regarding Mr. Dimon not having received any special executive benefit (prior comment 22).

 “The Firm reports the cost of Mr. Dimon’s personal use of the Firm’s aircraft and cars and the cost of residential security services. The Firm requires such use as a matter of
security protection for Mr. Dimon and does not view these items as special executive benefits.”

 (iii) Below is draft
disclosure assessing the performance of certain Operating Committee members against the quantitative and qualitative priorities set for the Firm for 2010 (prior

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comment 21). In this regard, we have provided draft disclosure for each of James Dimon, CEO, Douglas Braunstein, CFO and James Staley, Investment Bank CEO. We note that, given the recent changes
in management responsibilities for several of the persons who were Named Executive Officers in 2011 (as well as the retirement in 2011 of Steven Black, former Vice Chairman of the Investment Bank), it is not possible to determine at this time the
individuals who may be included as Named Executive Officers in the 2012 proxy statement. However, because it is necessary that the CEO and CFO be included in the proxy and because, based on past years, we believe it likely that the Investment Bank
CEO will be included in the 2012 proxy statement, we believe the disclosures below will provide meaningful information as to how we intend to disclose, for these individuals (and similarly for the other then Named Executive Officers in the 2012
proxy statement), the extent to which each achieved the quantitative and qualitative priorities that were established for them.

The disclosure presented below is intended to be supplemental to, rather than a replacement of, the language that currently exists in the
2011 proxy statement. In that regard, based on discussions with major investors over a number of years, we believe our shareholders find helpful the more concise descriptions regarding the level of achievement for each of our Named Executive
Officers that currently appears at pages 14 and 15 of the 2011 proxy statement. Accordingly, the expanded disclosure below would be intended to be presented as an Appendix to the proxy statement (in a manner similar to the Appendices included in the
2011 proxy statement that provided more detailed and extensive disclosures regarding the Roles and Responsibilities and Independence Standards for our Board of Directors, and the Firm’s Compensation Practices and Principles and Elements of
Compensation). Readers of our proxy statement would be referred to the Appendix following the more concise information that is provided about each Named Executive Officer.

 “Appendix #. Priorities and Accomplishments for 2010 for each of the Firm’s Named Executive Officers.

 The following is a discussion of the priorities and accomplishments for 2010 for each of the Firm’s Named Executive Officers. For Mr. Dimon, as Chairman and CEO, his priorities are those of the
Firm overall. For the other NEOs (and for other members of the Firm’s Operating Committee who were not NEOs), their priorities are primarily those of the LOB or functio