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Correspondence

 Confidential Treatment

Requested by JPMorgan Chase & Co.

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 January 18, 2012

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 September 30, 2011

Filed November 4, 2011

 File
No. 001-05805

 Dear Ms. Hayes:

 We are in receipt of the letter dated December 19, 2011 to James Dimon, Chairman and Chief Executive 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.

 General

1.
 We have become aware through various reports that you may have accessed various Federal Reserve and Federal Deposit Insurance Corporation sponsored
funding programs during 2008 and 2009, including the Term Auction Facility (TAF), Commercial Paper Funding Facility (CPFF), Temporary Liquidity Guarantee Program (TLGP), the Primary Dealer Credit Facility (PDCF) and the Term Securities Lending
Facility (TSLF). We note from your disclosures during these periods that you appear to disclose your participation in certain programs, including the TAF, TLGP and PDCF, but you only provide disclosure of the amounts borrowed under certain of the
programs as of certain balance sheet dates. We also note that you disclose the existence of certain other

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Requested by JPMorgan Chase & Co.

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programs, such as the CPFF and the TSLF, but you do not appear to have provided quantified information as to the level or amounts of borrowings under these programs. Please address the following:

•

 To the extent that you had borrowings under any of these programs during those periods, tell us how you concluded that additional quantitative and
qualitative disclosure about your participation in these programs was not required.

 Throughout the
financial crisis, the Firm’s liquidity remained high, and, in fact, the Firm experienced significant increases in funding from some of its “primary” liquidity sources. For example, within a two month period in 2008, the Firm
experienced a $150 billion inflow of deposits. This influx reflected a “flight to quality” whereby investors deposited funds with the Firm and perhaps other financial institutions, until they began to perceive competing investment
alternatives to be less risky. In addition, as a result of the Washington Mutual transaction, the Firm gained approximately $160 billion of additional deposits, a significant majority of which were retail in nature, and thus, considered to be a more
stable source of funding than are wholesale deposits. As a result, the Firm experienced in late 2008 and throughout 2009 deposit balances that were higher than the historical average. (For the Firm, loans were approximately 75% of deposits in 2008
and 2009, evidencing its high levels of liquidity.) In addition to attracting deposits during the periods in question, the Firm was also able to issue debt instruments and access other of the Firm’s primary sources of funding at competitive
rates. Nevertheless, the Firm did, as the Staff has noted, participate in many of the liquidity programs established by the Federal Reserve and other banking agencies during the crisis.

The extent of the Firm’s disclosures—both quantitative and qualitative— regarding the programs in which the Firm did
participate were deemed by the Firm to be transparent and appropriate, given the level and nature of the Firm’s participation in such programs and the materiality (or lack thereof) of such programs to the Firm’s liquidity.

The Firm participated as an “end user” in the Term Auction Facility (TAF), Temporary Liquidity Guarantee Program (TLGP),
Primary Dealer Credit Facility (PDCF), as well as the ABCP Money Market Mutual Fund Liquidity Facility (AMLF), and disclosed its participation in relevant SEC filings.

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 For example:

•

 The amounts of advances from the Federal Reserve Bank of New York (FRBNY) under the TAF were disclosed in footnote (a) of Note 21, Other borrowed
funds, in the 2008 Form 10-K.

•

 The amount of Long-Term Debt issued with an FDIC guarantee under the TLGP’s Debt Guarantee Program was disclosed in the Liquidity Risk Management
section of the MD&A and in footnotes (f) and (g) of Note 23, Long Term Debt, in the 2008 Form 10-K.

•

 The amount of loan proceeds from the Federal Reserve Bank of Boston under the AMLF was disclosed in footnote (c) of Note 21, Other borrowed funds,
in the 2008 Form 10-K.

•

 The Firm noted in the Liquidity Risk Management section of the MD&A in its 2008 Form 10-K that it had borrowed from the Federal
Reserve—including the PDCF—but did not consider borrowings from the Federal Reserve to be a primary means of funding. For the Staff’s information, borrowings under the PDCF had been made by The Bear Stearns Companies Inc. (“Bear
Stearns”) prior to the Bear Stearns merger, and were assumed by the Firm in connection with the merger; these borrowings were paid off prior to the next balance sheet date. Other than these Bear Stearns borrowings, the Firm had no other
borrowings under the PDCF at balance sheet dates, and intra-period borrowings were not significant.

Corresponding disclosures updating the foregoing information were made in each of our 10-Qs for 2009 as well as in the Form 10-K for the
year ended December 31, 2009.

 The Firm also participated as a financial intermediary in the Term Securities Lending
Facility (TSLF), Term Securities Lending Facility Options Program (TOP), Commercial Paper Funding Facility (CPFF), Term Asset-Backed Securities Loan Facility (TALF), and the Agency Mortgage-Backed Securities Program. The amounts associated with
these programs were not disclosed because the Firm’s participation in such programs was primarily as a financial intermediary, as further described below. As a primary dealer permitted to transact directly with the Federal Reserve System, the
Firm participated in these programs primarily as a market maker in order to intermediate between the FRBNY and non-dealer end users. For example:

•

 The TSLF was a 28 day facility whereby the FRBNY lent U.S. Treasury general collateral in exchange for other program-eligible securities collateral and
was intended to promote liquidity in the financing markets for Treasury and other collateral, thus foster the functioning of financial markets more generally. The Firm participated in the TSLF primarily as an intermediary between the FRBNY and
securities markets.

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•

 The TOP were options to enter into TSLF loans that spanned key periods of collateral market pressures, such as quarter end dates. As was the case with
the TSLF, the Firm participated in TOP primarily as an intermediary between the FRBNY and securities markets.

•

 The CPFF was a facility whereby the FRBNY purchased highly rated unsecured and asset-backed commercial paper in order to provide a liquidity backstop
to U.S. issuers of that commercial paper, thereby enhancing liquidity in the short-term funding markets. The Firm participated in the CPFF as a dealer and intermediary between the FRBNY and commercial paper issuers.

•

 The TALF was a facility whereby the FRBNY provided non-recourse funding to any eligible borrower in exchange for eligible collateral and was designed
to increase credit availability for households and small businesses by facilitating renewed issuance of consumer and business asset-backed securities at more normal interest rate spreads. The Firm participated in the TALF as a dealer and
intermediary between the FRBNY and borrowers.

•

 The Agency Mortgage-Backed Securities Program was a program whereby the FRBNY purchased agency mortgage-backed securities guaranteed by Fannie Mae,
Freddie Mac and Ginnie Mae in order to provide support to the mortgage and housing markets. The Firm participated in the Agency Mortgage-Backed Securities Program as a dealer and intermediary between the FRBNY and others seeking to sell agency
mortgage-backed securities. In addition, the Firm acted as custodian for the overall program.

•

 Additionally, provide your analysis as to whether you believe that any participation in these programs constituted a form of federal financial
assistance, such that additional disclosure may have been required as to the effects of this assistance on your financial condition and results of operations pursuant to the guidance in FRC 501.06.c. Effects of Federal Financial Assistance Upon
Operations.

 As noted above, the Firm did not need to participate in these programs given its high
levels of liquidity during 2008 and 2009. Further, we do not believe that the programs constituted Federal Financial Assistance pursuant to FRC 501.06.c. for the following reasons:

•

 Not all firms that participated in the programs were in need of federal financial assistance. Rather, the programs in question were initiated by the
Federal Reserve to inject liquidity into the financial markets as a whole. Firms with high levels of capital and liquidity, such as JPMorgan Chase, were encouraged to participate in the programs in order to enhance the success of the programs in
restoring liquidity to financial markets and to reduce any stigma from participation in the programs.

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•

 The guidance in 501.06.c relates to federal financial assistance (typically in connection with federally assisted acquisitions) provided to ensure the
viability of a specific entity. In contrast, the programs in question were initiated to address system-wide liquidity concerns rather than a liquidity deficiency in any particular firm.

The Firm notes that, notwithstanding the fact that it did not need financial assistance at any time to ensure its viability, it did
quantify the participation of U.S. government regulatory agencies with respect to the Bear Stearns merger and the Washington Mutual transaction. These transactions, and the related descriptions of the participation of the relevant U.S. regulatory
agencies, are described in detail in Note 2 – Business changes and developments, in each of the Firm’s 2008 and 2009 Form 10-K’s.

2.
Please tell us about your contacts with Iran, Syria, Sudan and Cuba, which are identified by the State Department as state sponsor of terrorism and are subject to
U.S. economic sanctions and export controls. We note that your Form 10-K and other periodic reports do not include disclosure about these countries. We note from an August 15, 2011 Treasury Department press release that you entered into an $88M
settlement with Treasury’s Office of Foreign Assets Control for apparent violations of multiple sanctions programs involving Iran, Sudan and Cuba. We also note from your website that you maintain relationships with governments and top financial
and corporate institutions in areas including the Levant region, which encompasses Syria.

 Please
describe to us the nature and extent of your past, current and anticipated contacts with Iran, Syria, Sudan or Cuba, whether through affiliates, subsidiaries or other direct or indirect arrangements. Your response should describe any services or
products you have provided to these countries and any agreements, commercial arrangements, or other contacts you have had with the governments of these countries, or entities controlled by these governments.

Iran, Sudan and Cuba have for some years been covered by comprehensive country sanctions under the U.S. Treasury’s Office of Foreign
Assets Control (OFAC) programs. The Syria sanctions rules were recently expanded in August 2011 to constitute a more comprehensive country program including the Syrian Government. As a U.S. financial institution, the Firm complies with
each of these OFAC programs. The Firm’s activity within those jurisdictions is permissible under OFAC rules (for example, permitted under the rules or otherwise conducted under appropriate general or specific licenses). Under these
types of permitted or licensed activities, the Firm is able to engage only in specifically permitted transactions that are (i) specified under OFAC rules; (ii) excepted from restriction pursuant to a general license applicable to all
financial institutions; or (iii) excepted from restriction pursuant to a specific license that the Firm or another entity has requested and that applies only to the particular circumstances specified by OFAC in that license.

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Examples of the foregoing activities include payment processing for certain telecommunications and personal travel expenses (a permitted activity) or engaging in certain embassy relationships or
providing services to entities engaged in humanitarian activities (pursuant to general or specific licenses). Virtually all Firm activity in any of these three categories involves processing of fund transfers on behalf of clients; in light of the
very high volume of the Firm’s total funds transfer activity, the aggregate of all such unrestricted and licensed activity is immaterial.

 The matters that gave rise to the Firm’s 2011 settlement with OFAC did not relate to the Firm’s doing business with or in sanctioned countries, but rather related to the manner of compliance
with permitted activities involving clients of the Firm. [Redacted] It is important to distinguish between the manner of compliance (or the unintentional failure to comply) with particular sanctions requirements, and intentionally doing business
with or in sanctioned countries. In this regard, it is noteworthy that the settlement contained no allegation by the U.S. Treasury of any intentional sanctions violation and that one of the factors cited by the U.S. Treasury (and which
mitigated the Firm’s potential total payments in connection with the settlement noted above) was the Firm’s positive OFAC compliance record for the years preceding the settlement.

Despite the geographic proximity of some of the Firm’s business operations in the Levant to sanctioned jurisdictions, the Firm
believes it is in full compliance with OFAC restrictions. The Firm applies sanctions screening protocols globally to make sure that it is not engaging with clients or in transactions that are prohibited by economic sanctions rules. In
addition, the Firm is careful to observe OFAC’s “facilitation” prohibition, which has been interpreted by OFAC broadly to include indirect business as well as direct operations. Accordingly, any business proposal is carefully vetted
for OFAC compliance risk, and the Firm incorporates contractual restrictions in business arrangements with counterparties who are not themselves subject to OFAC requirements.

 [Redacted]

3.
 Please discuss the materiality of any contacts with Iran, Syria, Sudan and Cuba you describe in response to the foregoing comment, and whether those
contact constitute a material investment risk for your security holders. You should address materiality in