SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 JPMorgan Chase & Co.
 383 Madison Avenue New
York, New York 10179 April 8, 2025
 VIA EDGAR

 Re:
 JPMorgan Chase & Co.
 Registration Statement on Form S-3
 File No. 333-285537
 Ms. Aisha Adegbuyi Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549 Dear Ms. Adegbuyi:
 In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3, as amended (File No. 333-285537), of JPMorgan Chase & Co. (the “Registration Statement”). We respectfully
request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on April 10, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with
our counsel, Simpson Thacher & Bartlett LLP, by calling Hui Lin at (212) 455-7862 or Matt Petrone at (212) 455-2831.

 Thank you for your assistance in this matter.

 Very truly yours,

 JPMorgan Chase & Co.

 By:

 /s/ Stephen B. Grant

 Name:

 Stephen B. Grant

 Title:

 Assistant Corporate Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 12, 2025

James Dimon
Chief Executive Officer
JPMorgan Chase & Co.
383 Madison Avenue
New York, New York 10179

 Re: JPMorgan Chase & Co.
 Registration Statement on Form S-3
 Filed March 4, 2025
 File No. 333-285537
Dear James Dimon:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Hui Lin, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
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February 5, 2024

VIA EDGAR

Mr. Robert Arzonetti

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: JPMorgan Chase & Co.

JPMorgan Chase Financial Company LLC

Registration Statement on Form S-4, as amended

File Nos. 333-276554 & 333-276554-01

Dear Mr. Arzonetti:

With respect to the above-referenced registration statement (the “Registration
Statement”) of JPMorgan Chase & Co. and JPMorgan Chase Financial Company LLC (the “Registrants”), and pursuant to
Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, we hereby respectfully request that the Securities
and Exchange Commission accelerate the effective date of the Registration Statement so that it is declared effective at 4:00 p.m. (EST)
on February 6, 2024, or as soon as practicable thereafter.

Please contact Yan Zhang of Davis Polk & Wardwell LLP, counsel
to the Registrants, at 212-450-4463, as soon as the Registration Statement has been declared effective, or if you have any other questions
or concerns regarding this matter.

[Signature page to follow]

JPMorgan Chase & Co. • 277 Park Avenue,
New York, New York 10172-10003

Tel: 212 623 2040 • Email: scott.l.nearing@jpmchase.com

    Very truly yours,

    JPMORGAN CHASE & CO.

    By:
    /s/ Scott L. Nearing

    Name:
    Scott L. Nearing

    Title:
    Assistant Corporate Secretary

    JPMORGAN CHASE FINANCIAL COMPANY LLC

    By:
    /s/ Brandon P. Igyarto

    Name:
    Brandon P. Igyarto

    Title:
    President and Manager

 cc: Stephen B. Grant, Assistant Corporate Secretary, JPMorgan Chase & Co.

Yan Zhang, Davis Polk & Wardwell LLP

    2

CORRESP
1
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    February
    1, 2024
    CONFIDENTIAL

VIA EDGAR AND E-MAIL

Mr. Perry Hindin

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: JPMorgan Chase & Co.

JPMorgan Chase Financial
Company LLC

Registration Statement
on Form S-4 filed January 17, 2024

File Nos. 333-276554 &
333-276554-01

Dear Mr. Hindin:

On behalf of JPMorgan
Chase & Co. (“JPMorgan Chase” or the “Firm”) and JPMorgan Chase Financial Company LLC (“JPMorgan Financial”),
we are responding to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
relating to the Registration Statement of JPMorgan Chase and JPMorgan Financial on Form S-4 (File Nos. 333-276554 and 333-276554-01)
(the “Registration Statement”) as provided in the Staff’s letter dated January 29, 2024. JPMorgan Chase and JPMorgan
Financial have revised the Registration Statement in response to the Staff’s comments and are filing concurrently with this letter
Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”). The Amended Registration Statement
also contains certain additional updates and revisions.

Set forth below
are the Firm’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics,
followed by the Firm’s response and a summary of the responsive actions taken. We have included page numbers to refer to the location
in the revised Registration Statement where the revised language addressing a particular comment appears.

Registration Statement on Form S-4

Terms of the Exchange Offer, page
35

1.       Disclosure
in this section states “We reserve the right, in our sole and absolute discretion, to extend, withdraw, terminate or amend
the terms and conditions of the Exchange Offer at any time and for any reason, as described in this prospectus” (emphasis added).

JPMorgan Chase &
Co. • 277 Park Avenue, New York, New York 10172-10003

Tel: 212 623 2040
• Email: scott.l.nearing@jpmchase.com

Disclosure
on page 37 indicates that “[a]lthough we have no present plans to do so, we expressly reserve the right, in our sole and absolute
discretion, to extend, withdraw, terminate or amend the Exchange Offer even if all the conditions to the Exchange Offer are satisfied”
(emphasis added). Similar disclosure is found elsewhere in the prospectus. With a view towards improved disclosure, please explain the
circumstances under which the offeror might withdraw or terminate the Exchange Offer in its sole and absolute discretion and how such
withdrawal or termination would not result in the Exchange Offer constituting an illusory offer in contravention of Exchange Act section
14(e). Alternatively, please revise the disclosure to make it clear that the Exchange Offer can not be terminated for any reason in the
sole and absolute discretion of the offeror.

The Firm acknowledges
the Staff’s comment and has revised the disclosure on pages 9, 20, 21, 35, 37 and 38 of the Amended Registration Statement.

Conditions of the Exchange Offer,
page 36

2.       The
second bullet point in this section states that “there shall not have been instituted or threatened any action…” (emphasis
added). A tender offer may be conditioned on a variety of events and circumstances, provided that they are not within the direct or indirect
control of the offeror. The conditions also must be drafted with sufficient specificity to allow for objective verification that the
conditions have been satisfied. Please revise the disclosure to clarify what is meant by a “threatened” action or proceeding
and how it may be objectively determinable.

The Firm acknowledges
the Staff’s comment and has revised the disclosure on page 36 of the Amended Registration Statement.

3.       Disclosure
on page 37 states that “[a]ny determination made by us concerning an event, development or circumstance described or referred to
above will be conclusive and binding.” Please revise to state that security holders may challenge the offeror’s determinations
in a court of competent jurisdiction.

The Firm acknowledges
the Staff’s comment and has revised the disclosure on page 37 of the Amended Registration Statement.

Extension, Withdrawal, Termination
and Amendment, page 37

4.       Disclosure
on page 38 states that “[w]e also reserve the right at any time or from time to time during…the Exchange Offer to purchase
or exchange or offer to purchase or exchange Old Notes or to issue an invitation to submit offers to sell Old Notes (including, without
limitation, those offered pursuant to the Exchange Offer but not accepted for exchange), in each case on terms that may be more or less
favorable than those contemplated by the Exchange Offer.” With a view to revised disclosure, please advise how such purchases are
consistent with the prohibitions set forth in Exchange Act Rule 14e-5.

    2

The Firm acknowledges
the Staff’s comment and notes that while the Old Notes and the New Notes are linked to the performance of the Alerian MLP Index®,
which is an equity index, they are debt securities and therefore not subject to Exchange Act Rule 14e-5.

****************

Please do not hesitate
to contact me at 212-623-2040 or scott.l.nearing@jpmchase.com if you have any questions regarding the foregoing or if I can provide any
additional information.

  Very truly yours,

  /s/ Scott L. Nearing

  Scott L. Nearing, Esq.

  Assistant Corporate Secretary

  JPMorgan Chase & Co.

 cc: Stephen B. Grant, Esq., Assistant Corporate
                                            Secretary, JPMorgan Chase & Co.

Yan Zhang,
Davis Polk & Wardwell LLP

    3

United States securities and exchange commission logo
January 29, 2024
Scott L. Nearing, Esq.
Assistant Corporate Secretary
JPMorgan Chase & Co.
277 Park Avenue
New York, New York 10172-10003
Re:JPMorgan Chase & Co.
Registration Statement on Form S-4
Filed January 17, 2024
File No. 333-276554
Dear Scott L. Nearing:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.

Registration Statement on Form S-4
Terms of the Exchange Offer, page 35
1.Disclosure in this section states “We reserve the right, in our sole and absolute discretion,
to extend, withdraw, terminate or amend the terms and conditions of the Exchange Offer
at any time and for any reason, as described in this prospectus” (emphasis added).
Disclosure on page 37 indicates that “[a]lthough we have no present plans to do so, we
expressly reserve the right, in our sole and absolute discretion, to extend, withdraw,
terminate or amend the Exchange Offer even if all the conditions to the Exchange Offer
are satisfied” (emphasis added).  Similar disclosure is found elsewhere in the prospectus.
With a view towards improved disclosure, please explain the circumstances under which
the offeror might withdraw or terminate the Exchange Offer in its sole and absolute
discretion and how such withdrawal or termination would not result in the Exchange Offer

 FirstName LastNameScott L. Nearing, Esq.
 Comapany NameJPMorgan Chase & Co.
 January 29, 2024 Page 2
 FirstName LastName
Scott L. Nearing, Esq.
JPMorgan Chase & Co.
January 29, 2024
Page 2
constituting an illusory offer in contravention of Exchange Act section 14(e).
Alternatively, please revise the disclosure to make it clear that the Exchange Offer can not
be terminated for any reason in the sole and absolute discretion of the offeror.
Conditions of the Exchange Offer, page 36
2.The second bullet point in this section states that “there shall not have been instituted or
threatened any action…” (emphasis added).  A tender offer may be conditioned on a
variety of events and circumstances, provided that they are not within the direct or indirect
control of the offeror.  The conditions also must be drafted with sufficient specificity to
allow for objective verification that the conditions have been satisfied.  Please revise the
disclosure to clarify what is meant by a “threatened” action or proceeding and how it may
be objectively determinable.
3.Disclosure on page 37 states that “[a]ny determination made by us concerning an event,
development or circumstance described or referred to above will be conclusive and
binding.”  Please revise to state that security holders may challenge the offeror’s
determinations in a court of competent jurisdiction.
Extension, Withdrawal, Termination and Amendment, page 37
4.Disclosure on page 38 states that “[w]e also reserve the right at any time or from time to
time during…the Exchange Offer to purchase or exchange or offer to purchase or
exchange Old Notes or to issue an invitation to submit offers to sell Old Notes (including,
without limitation, those offered pursuant to the Exchange Offer but not accepted for
exchange), in each case on terms that may be more or less favorable than those
contemplated by the Exchange Offer.”  With a view to revised disclosure, please advise
how such purchases are consistent with the prohibitions set forth in Exchange Act Rule
14e-5.

 FirstName LastNameScott L. Nearing, Esq.
 Comapany NameJPMorgan Chase & Co.
 January 29, 2024 Page 3
 FirstName LastName
Scott L. Nearing, Esq.
JPMorgan Chase & Co.
January 29, 2024
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Perry Hindin at 202-551-3444, Robert Arzonetti at 202-551-8819 or
Christian Windsor at 202-551-3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Yan Zhang

CORRESP
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CORRESP

 JPMORGAN CHASE & CO.

383 Madison Avenue

 New
York, New York 10179

 JPMORGAN CHASE FINANCIAL COMPANY LLC

383 Madison Avenue, Floor 5

New York, New York 10179

April 11, 2023

 VIA EDGAR

Re:
 JPMorgan Chase & Co.

JPMorgan Chase Financial Company LLC

Registration Statement on Form S-3

File Nos. 333-270004 and
333-270004-01

 Ms. Madeleine Mateo

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Dear Ms. Mateo:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3, as amended (File Nos.
333-270004 and 333-270004-01), of JPMorgan Chase & Co. (“JPMorgan Chase”) and JPMorgan Chase Financial Company
LLC (“JPMorgan Financial”) (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on April 13, 2023, or as soon as practicable thereafter. Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Simpson Thacher & Bartlett LLP, by calling Hui Lin at (212) 455-7862.

 Thank you for your assistance in this matter.

Very truly yours,

JPMorgan Chase & Co.

By:

 /s/ Scott L. Nearing

Name:

Scott L. Nearing

Title:

Assistant Corporate Secretary

JPMorgan Chase Financial Company LLC

By:

 /s/ Patrick Dempsey

Name:

Patrick Dempsey

Title:

Treasurer & Managing Director

United States securities and exchange commission logo
March 3, 2023
Stephen B. Grant
Assistant Corporate Secretary
JPMorgan Chase & Co.
383 Madison Avenue
New York, New York 10179
Re:JPMorgan Chase & Co.
Registration Statement on Form S-3
Filed February 24, 2023
File No. 333-270004
Dear Stephen B. Grant:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Madeleine Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Hui Lin, Esq.

CORRESP
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CORRESP

 JPMorgan Chase & Co.

383 Madison Avenue

 New
York, New York 10179

 April 7, 2022

VIA EDGAR

Re:
 JPMorgan Chase & Co.

Registration Statement on Form S-3

File No. 333-263304

Mr. Eric Envall

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Dear Mr. Envall:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3, as amended (File No. 333-263304), of JPMorgan Chase & Co. (the “Registration Statement”).
We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on April 11, 2022, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm
that event with our counsel, Simpson Thacher & Bartlett LLP, by calling Hui Lin at (212) 455-7862.

Thank you for your assistance in this matter.

Very truly yours,

JPMorgan Chase & Co.

By:

/s/ Stephen B. Grant

Name:

Stephen B. Grant

Title:

Assistant Corporate Secretary

United States securities and exchange commission logo
March 14, 2022
James Dimon
Chairman of the Board and Chief Executive Officer
JPMorgan Chase & Co.
4 New York Plaza
New York, NY 10004
Re:JPMorgan Chase & Co.
Registration Statement on Form S-1
Filed March 4, 2022
File No. 333-263304
Dear Mr. Dimon:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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CORRESP

 JPMORGAN CHASE & CO.

383 Madison Avenue

 New
York, New York 10179

 JPMORGAN CHASE FINANCIAL COMPANY LLC

383 Madison Avenue, Floor 5

New York, New York 10179

April 6, 2020

 VIA EDGAR

 Re:

 JPMorgan Chase & Co.

 JPMorgan Chase Financial Company LLC

 Registration Statement on Form S-3

 File Nos. 333-236659 and
333-236659-01

 Ms. Sonia Bednarowski

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Dear Ms. Bednarowski:

 In accordance with
Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3, as amended (File Nos.
333-236659 and 333-236659-01), of JPMorgan Chase & Co. (“JPMorgan Chase”) and JPMorgan Chase Financial Company
LLC (“JPMorgan Financial”) (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on April 8, 2020, or as soon as practicable thereafter. Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Simpson Thacher & Bartlett LLP, by calling Lesley Peng at (212) 455-2202.

 Thank you for your assistance in this matter.

 Very truly yours,

 JPMorgan Chase & Co.

 By:

 /s/ Scott L. Nearing

 Name:

Scott L. Nearing

 Title:

Assistant Corporate Secretary

 JPMorgan Chase Financial Company LLC

 By:

 /s/ Patrick Dempsey

Name:

Patrick Dempsey

Title:

Treasurer & Managing Director

CORRESP
1
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Acceleration Request

 JPMorgan Chase & Co.

383 Madison Avenue

 New
York, New York 10179

 April 9, 2019

VIA EDGAR

Re:
 JPMorgan Chase & Co.

Registration Statement on Form S-3

File No. 333-230098

Ms. Jessica Livingston

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Dear Ms. Livingston:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3, as amended (File No. 333-230098), of JPMorgan Chase & Co. (the “Registration Statement”). We respectfully
request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on April 11, 2019, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with
our counsel, Simpson Thacher & Bartlett LLP, by calling Hui Lin at (212) 455-7862.

 Thank you for your assistance in this matter.

Very truly yours,

JPMorgan Chase & Co.

By:

 /s/ Stephen B. Grant

Name:

Stephen B. Grant

Title:

Assistant Corporate Secretary

CORRESP
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Acceleration Request

 JPMORGAN CHASE & CO.

270 Park Avenue

 New
York, New York 10017

 JPMORGAN CHASE FINANCIAL COMPANY LLC

383 Madison Avenue, Floor 21

New York, New York 10179

April 5, 2018

 VIA EDGAR

Re:
JPMorgan Chase & Co.

JPMorgan Chase Financial Company LLC

Registration Statement on Form S-3

File Nos. 333-222672 and 333-222672-01

Era Anagnosti

 Acting Assistant Director

Office of Financial Services

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Dear Ms. Anagnosti:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3, as amended (File Nos. 333-222672 and 333-222672-01),
of JPMorgan Chase & Co. (“JPMorgan Chase”) and JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) (the “Registration Statement”). We respectfully request that the Registration Statement become
effective as of 5:00 p.m., Eastern Time, on April 5, 2018, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Simpson Thacher & Bartlett
LLP, by calling Lesley Peng at (212) 455-2202.

 JPMorgan Chase and JPMorgan Financial acknowledge
the following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filings effective, it does not foreclose the Commission from taking any action
with respect to the filings;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filings effective, does not relieve JPMorgan Chase and JPMorgan Financial from their full responsibility for the
adequacy and accuracy of the disclosure in the filings; and

•

JPMorgan Chase and JPMorgan Financial may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Thank you for your assistance in this matter.

Very truly yours,

JPMorgan Chase & Co.

By:

/s/ Stephen B. Grant

Name:

Stephen B. Grant

Title:

Managing Director & Associate General Counsel

JPMorgan Chase Financial Company LLC

By:

/s/ Patrick Dempsey

Name:

Patrick Dempsey

Title:

Treasurer & Managing Director

cc:
Securities and Exchange Commission

 David Gessert

CORRESP
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Acceleration Request

 JPMORGAN CHASE & CO.

270 Park Avenue

 New
York, New York 10017

 JPMORGAN CHASE FINANCIAL COMPANY LLC

383 Madison Avenue, Floor 21

New York, New York 10179

March 8, 2018

 VIA EDGAR

Re:
JPMorgan Chase & Co.

JPMorgan Chase Financial Company LLC

Registration Statement on Form S-3

File Nos. 333-222672 and 333-222672-01

Withdrawal of Acceleration Request

 Era Anagnosti

Acting Assistant Director

 Office of Financial Services

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Dear Ms. Anagnosti:

 JPMorgan
Chase & Co. (“JPMorgan Chase”) and JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) respectfully withdraw their request for acceleration of the effectiveness of the above-referenced Registration Statement on
Form S-3 set forth in a letter, dated March 6, 2018, from JPMorgan Chase and JPMorgan Financial.

 If you should have any questions
regarding this request, please do not hesitate to contact our counsel, Simpson Thacher & Bartlett LLP, by calling Lesley Peng at (212) 455-2202.

 Thank you for your assistance in this matter.

Very truly yours,

JPMorgan Chase & Co.

By:

/s/ Stephen B. Grant

Name:

Stephen B. Grant

Title:

Managing Director & Associate General Counsel

JPMorgan Chase Financial Company LLC

By:

/s/ Patrick Dempsey

Name:

Patrick Dempsey

Title:

Treasurer & Managing Director

cc:
Securities and Exchange Commission

 David Gessert

CORRESP
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Acceleration Request

 JPMORGAN CHASE & CO.

270 Park Avenue

 New
York, New York 10017

 JPMORGAN CHASE FINANCIAL COMPANY LLC

383 Madison Avenue, Floor 21

New York, New York 10179

March 6, 2018

 VIA EDGAR

Re:
JPMorgan Chase & Co.

JPMorgan Chase Financial Company LLC

Registration Statement on Form S-3

File Nos. 333-222672 and 333-222672-01

Era Anagnosti

 Acting Assistant Director

Office of Financial Services

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Dear Ms. Anagnosti:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3, as amended (File Nos. 333-222672 and 333-222672-01),
of JPMorgan Chase & Co. (“JPMorgan Chase”) and JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) (the “Registration Statement”). We respectfully request that the Registration Statement become
effective as of 12:00 p.m., Eastern Time, on March 8, 2018, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Simpson Thacher &
Bartlett LLP, by calling Lesley Peng at (212) 455-2202.

 JPMorgan Chase and JPMorgan Financial
acknowledge the following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filings effective, it does not foreclose the Commission from taking any action
with respect to the filings;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filings effective, does not relieve JPMorgan Chase and JPMorgan Financial from their full responsibility for the
adequacy and accuracy of the disclosure in the filings; and

•

JPMorgan Chase and JPMorgan Financial may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Thank you for your assistance in this matter.

Very truly yours,

JPMorgan Chase & Co.

By:

/s/ Stephen B. Grant

Name:

Stephen B. Grant

Title:

Managing Director & Associate General Counsel

JPMorgan Chase Financial Company LLC

By:

/s/ Patrick Dempsey

Name:

Patrick Dempsey

Title:

Treasurer & Managing Director

cc:
Securities and Exchange Commission

 David Gessert

Mail Stop 4720
February 5 , 2018

Molly Carpenter
Corporate Secretary
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017

Re: JPMorgan Chase & Co.
  Registration Statement on Form S-3
Filed  January 24, 2018
  File No.  333-222672

Dear Ms. Carpenter :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact David Gessert at (202) 551 -2326 with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Acting Assistant Director
Office of Financial Services

cc:  Stephen B. Grant, Esq.

Mail Stop 4628

June 15 , 201 7

Via E-Mail
Marianne Lake
Executive Vice President and Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY  10017

 Re: JPMorgan Chase & Co .
  Form 10-K for the Fiscal  Year Ended December 31, 2016
  Filed February 28, 2017
  File No. 1-5805

Dear Ms. Lake :

We refer you to our comment letter  dated  May 22, 2017  regarding business contacts with
Syria and Sudan .  We have completed our review of this subject matter.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

 cc:  Dietrich King
  Assistant Director

CORRESP
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Response Letter

 June 6, 2017

 VIA
EDGAR AND E-MAIL

 Ms. Cecilia Blye

Chief, Office of Global Security Risk

 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 12, 2016

 Filed February 28, 2017

File No. 1-5805

Dear Ms. Blye:

 We are in receipt of the letter dated
May 22, 2017 to Marianne Lake, 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 filing.

 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.    In your letter to us dated October 14, 2014, you described contacts with Syria and Sudan. As you are aware,
Syria and Sudan are designated by the State Department as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of past, current, and anticipated contacts with Syria
and Sudan since your prior letter, whether through subsidiaries, affiliates, customers or other direct or indirect arrangements. You should describe any products or services you have provided to Syria and Sudan, directly or indirectly, and any
agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control.

 Syria and Sudan have for
some years been covered by comprehensive country sanctions under the U.S. Treasury’s Office of Foreign Assets Control (“OFAC”) programs. However, with respect to Sudan, on January 17, 2017, OFAC amended the Sudanese Sanctions
Regulations (“SSR”) to add

a general license authorizing all transactions previously prohibited by the SSR, including transactions involving property in which the Government of Sudan has an interest (the “2017 Sudan
Amendment”). The 2017 Sudan Amendment had the effect of lifting all of the restrictions set forth in the SSR. (However, the Firm notes that it is possible that the restrictions may be reinstated on July 12, 2017, if the U.S. Secretary of
State does not make certain certifications with respect to the Government of Sudan).

 As a U.S. financial institution, the Firm complies with the U.S.
Treasury’s OFAC programs and does not conduct business in or (except in the limited manner described below) with sanctioned countries. The Firm’s limited activity since October 14, 2014 relating to Syria and, through January 17,
2017 relating to Sudan, has been conducted pursuant to OFAC rules that permit such activities (i.e., permitted under the rules themselves or 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 restrictions pursuant to a general license applicable to all financial institutions; or
(iii) excepted from restrictions 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. Examples of the foregoing activities include
payment processing for certain telecommunications and personal travel expenses (a permitted activity) or payment processing for official U.S. government or United Nations activities or providing services to entities engaged in humanitarian
activities (pursuant to general or specific licenses). Virtually all Firm activity in any of these categories of authorized activity only 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 authorized activity is immaterial.

 As noted above specifically with respect to Sudan, under the
2017 Sudan Amendment all property and interests in property previously blocked under the SSR were unblocked effective January 17, 2017, and therefore are no longer currently subject to any legal restrictions. Accordingly, consistent with the
2017 Sudan Amendment, the Firm has undertaken since that date to unblock funds previously blocked under the SSR to the extent authorized by law.

 The Firm
believes it is in compliance with OFAC restrictions, except for occasional, inadvertent errors or transactions that may be processed where there is no indication of sanctioned person involvement at the time of the transaction. The Firm may report
these errors or transactions to OFAC on a voluntary basis in accordance with its practices and procedures. The Firm also applies sanctions screening protocols globally that are designed to ensure that it is not engaging with clients or in
transactions that are prohibited by economic sanctions. 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, business proposals are vetted for OFAC compliance risk, and the Firm may incorporate contractual restrictions in business arrangements with counterparties who are not themselves subject to OFAC requirements.

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

 2

terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in
terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. As you know, various state and
municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. In this regard, we note that an
October 1, 2016 Sudan Divestment Report prepared by the Municipal Fire & Police Retirement System of Iowa includes JPMorgan on lists of scrutinized companies dated September 11, 2015, December 15, 2015 and June 10, 2016.
You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria and Sudan.

As noted above, the Firm does not do business with or in sanctioned countries, and any contacts with those countries are either permitted under the rules or
under a general or specific license. As a result, the Firm does not believe its contacts with Syria or Sudan are material, either on a quantitative or qualitative basis. In light of the foregoing, the Firm believes that there is no need to
specifically describe in its public disclosures the services and products it provides that may have been licensed or authorized by OFAC. (The Firm does note that it has provided disclosure in its public filings, as required by Section 13(r) of the
Securities Exchange Act of 1934, of certain Iran-related activities of it or its affiliates as appropriate).

 With respect to your comment regarding the
2016 Sudan Divestment Report of the Municipal Fire & Police Retirement System of Iowa (the “Retirement System”), the Firm would like to clarify that it has never been a scrutinized company on the Retirement System’s
scrutinized company list. Rather, the Firm is one of several investment advisors for the Retirement System, and the Retirement System periodically notifies its investment advisors (including the Firm) of its scrutinized company list so that the
investment advisors can determine whether any scrutinized companies are included in the Retirement System’s investments that they manage. The 2016 Report refers to the Firm (and the other investment advisors) only in their capacity as an
investment advisor to the Retirement System to reflect this periodic notice process.

 3

 If you have any questions or request any further information, please do not hesitate to contact me.

 Very truly yours,

 /s/ Neila B. Radin

 Neila B. Radin

 Managing Director &

 Associate General Counsel

 JPMorgan Chase & Co.

cc:
Dietrich King, Assistant Director, Division of Corporation Finance

 Jennifer Hardy, Special
Counsel, Division of Corporation Finance

 4

Mail Stop 4628

May 22 , 201 7

Via E-Mail
Marianne Lake
Executive Vice President and Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY  10017

 Re: JPMorgan Chase  & Co .
  Form 10-K for the Fiscal  Year Ended December 12 , 2016
  Filed February 28, 2017
  File No. 1-5805

Dear Ms. Lake :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism,  and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may better
understa nd your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. In your letter to us dated October 14 , 2014, you described contacts with Syria and Sudan.
As you are aware, Syria and Sudan are designated by the State Department as state
sponsors of terrorism and are subject to U.S. economic sanctions and export controls.
Please describe to us the nature and extent of past, current, and anticipated contacts with
Syria and Sudan since your prior letter, whether through subsidiaries, affiliates,
customers  or other direct or indirect arrangements.  You should describe any products  or
services  you have provided to Syria and Sudan, directly or indirectly, and any
agreements, commercial arrangements, o r other contacts with the governments of those
countries or entities they control.

Marianne Lake
JPMorgan Chase & Co.
 May 22 , 2017
 Page 2

 2. Please discuss the materiality of any contacts with Syria and Sudan you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period .  Also, address
materiality in terms of qualitative factors that a reasonable investor woul d deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.  As you know, various state and
municipal governments, universities, and other investors have proposed or  adopted
divestment or similar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of terrorism.  In this regard, we note that an October 1 ,
2016 Sudan Divestment Report prepared by the Municipal Fire & Police  Retirement
System of Iowa includes JPMorgan on lists of scrutinized companies dated September
11, 2015, December 15, 2015 and June 10, 2016.  You should address the potential
impact of the investor sentiment evidenced by such actions directed toward compa nies
that have operations associated with Syria and Sudan.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the sta ff.

You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

 cc:  Dietrich King
  Assistant Director

CORRESP
1
filename1.htm

Acceleration Request

 JPMorgan Chase & Co.

270 Park Avenue

 New
York, New York 10017

 JPMorgan Chase Financial Company LLC

383 Madison Avenue, Floor 21

New York, New York 10179

April 15, 2016

 VIA EDGAR

Re:

JPMorgan Chase & Co.

JPMorgan Chase Financial Company LLC

Registration Statements on Form S-3

File Nos. 333-209681, 333-209682 and 333-209682-01

 Mr. Christian Windsor

Special Counsel

 Office of Financial Services

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Dear Mr. Windsor:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3, as amended (File No. 333-209681), of JPMorgan Chase & Co. (“JPMorgan Chase”)
and the Registration Statement on Form S-3, as amended (File Nos. 333-209682 and 333-209682-01), of JPMorgan Chase and JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) (together, the “Registration Statements”). We
respectfully request that the Registration Statements become effective as of 4:00 p.m., Eastern Time, on April 15, 2016, or as soon as practicable thereafter. Once the Registration Statements have been declared effective, please orally confirm
that event with our counsel, Simpson Thacher & Bartlett LLP, by calling Lesley Peng at (212) 455-2202.

 JPMorgan Chase and
JPMorgan Financial acknowledge the following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filings effective, it does not foreclose the Commission from taking any action
with respect to the filings;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filings effective, does not relieve JPMorgan Chase and JPMorgan Financial from their full responsibility for the
adequacy and accuracy of the disclosure in the filings; and

•

JPMorgan Chase and JPMorgan Financial may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Thank you for your assistance in this matter.

Very truly yours,

JPMorgan Chase & Co.

By:

 /s/ Neila B. Radin

Name:

Neila B. Radin

Title:

Managing Director & Associate General Counsel

JPMorgan Chase Financial Company LLC

By:

 /s/ Patrick Dempsey

Name:

Patrick Dempsey

Title:

Treasurer & Managing Director

cc:
Securities and Exchange Commission

 Alexandra M. Ledbetter

CORRESP
1
filename1.htm

Correspondence

 April 4, 2016

VIA EDGAR AND E-MAIL

 Mr. Christian Windsor

 Special Counsel

 Office of Financial Services

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Re:

 JPMorgan Chase & Co.

Registration Statement on Form S-3

 Filed
February 24, 2016

 File No. 333-209681

JPMorgan Chase & Co.

 JPMorgan Chase Financial
Company LLC

 Registration Statement on Form S-3

Filed February 24, 2016

 File Nos.
333-209682 & 333-209682-01

 Dear Mr. Windsor:

 We are
in receipt of the letter dated March 18, 2016 to Marianne Lake, Executive Vice President and Chief Financial Officer of JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”), from the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) regarding your review of the Registration Statement of JPMorgan Chase on Form S-3 (File No. 333-209681) filed on February 24,
2016 and the Registration Statement of JPMorgan Chase and JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) on Form S-3 (File Nos. 333-209682 and 333-209682-01) filed on February 24, 2016 (together, the “Registration
Statements”).

 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.

 JPMorgan Chase &
Co.  •  270 Park Avenue, 38th floor, New York, New York 10017

Tel: 212 270 0938  •  Email: neila.radin@chase.com

 General

1. We note that your registration statements incorporate by reference your Form 10-K for the fiscal year ended December 31, 2015,
which in turn incorporates by reference Part III information from a proxy statement which you have not yet filed. Prior to seeking effectiveness for the registration statements, please amend your Form 10-K to include Part III information for the
fiscal year ended December 31, 2015, or file your proxy statement including the information. Alternatively, please amend your registration statements to include the information. For guidance, please refer to Question 123.01 of our Securities
Act Forms Compliance and Disclosure Interpretations, available on our website.

 The Firm acknowledges the Staff’s comment and notes that, before
seeking effectiveness of the Registration Statements, the Firm will file a proxy statement relating to its 2016 annual shareholder meeting which will include the required Part III information. JPMorgan Chase expects to file the proxy statement on
April 7, 2016.

 Registration Statement on Form S-3, File No. 333-209681

2. Please revise your prospectus cover page to disclose the markets for the securities that will be offered and the trading symbols for
those securities. Please also add a cross-reference to the Risk Factors section of your most recent annual report. See Item 1 of Form S-3 and Item 501(b)(4) and -(5) of Regulation S-K.

The Firm acknowledges the Staff’s comments and has revised its prospectus cover page to disclose the possible markets for the securities that may be
offered by the prospectus. In addition, the Firm will include the trading symbol for any listed securities that it may offer from time to time on the cover page of each applicable prospectus supplement. The Firm has also revised the prospectus cover
page in both Registration Statements to add a cross-reference to the Risk Factors section of its most recent annual report.

 Description of Currency
Warrants, page 33

 3. We note that JPMorgan Chase Financial Company LLC may issue warrants that are exercisable for cash in an
amount that is determined by reference to the value of specified currencies. Please tell us why these instruments are appropriately characterized as warrants rather than as swaps.

The Firm acknowledges the Staff’s comment and notes that in the sixth paragraph under the caption “Description of Currency Warrants” in the
prospectus that forms a part of JPMorgan Chase’s Registration Statement on Form S-3 (File No. 333-209681), the Firm indicates that each issue of currency warrants will be listed on a national securities exchange. The definition of
“security” under Section 2(a)(1) of the Securities Act of 1933, as amended (the “Securities Act”), includes “any put, call, straddle, option, or privilege entered into on a national securities exchange relating to
foreign currency” and the definition of “swap” under Section 1a(47)(B) of the Commodity Exchange Act, as amended (the “Commodity Exchange Act”), excludes any “any put, call, straddle, option, or privilege relating
to a foreign currency entered into on a national securities exchange registered pursuant to section 6(a) of the Securities Exchange Act of 1934.” Accordingly, because the currency warrants that may be offered under this Registration Statement
will all be listed on national securities exchanges, the Firm believes that these instruments are appropriately characterized as warrants rather than as swaps.

 2

 Registration Statement on Form S-3, File No. 333-209682

Description of Warrants of JPMorgan Chase & Co., page 12

4. We note that JPMorgan Chase & Co. and JPMorgan Chase Financial Company LLC may issue warrants that are exercisable for cash in
an amount that is determined by reference to certain financial instruments/assets or events. Please tell us why these instruments are appropriately characterized as warrants rather than swaps or security-based swaps.

JPMorgan Chase and JPMorgan Financial have amended the Registration Statement on Form S-3 (File Nos. 333-209682 and 333-209682-01) to register only the
following types of warrants:

•

For JPMorgan Chase:

•

warrants for the purchase of debt securities;

•

warrants entitling the holders thereof to receive from JPMorgan Chase, upon exercise, an amount in cash determined by reference to decreases or increases in the level of a specific index or in the levels (or relative
levels) of two or more indices or combinations of indices, which index or indices may be based on one or more stocks, bonds or other securities, one or more currencies or currency units or any combination of the foregoing, provided that any
warrants that are based, in whole or in part, on one or more currency indices will be listed on a national securities exchange;

•

warrants entitling the holders thereof to receive from JPMorgan Chase, upon exercise, an amount in cash determined by reference to decreases or increases in the price or level (or relative price, level or exchange rate)
of specified amounts of one or more currencies or currency units, provided that these warrants will be listed on a national securities exchange; and

 3

•

warrants to purchase or sell securities issued by JPMorgan Chase or another entity, securities based on the performance of such entity, securities based on the performance of such entity but excluding the performance of
a particular subsidiary or subsidiaries of such entity, a basket of securities or any combination of the above.

•

For JPMorgan Financial: warrants entitling the holders thereof to receive from JPMorgan Financial, upon exercise (including automatic or deemed exercise), an amount in cash, if any, determined by reference to one or
more securities, currencies, currency units, composite currencies or one or more baskets, indices or other combinations of the foregoing, provided that any warrants based, in whole or in part, on one or more currencies, currency units or
composite currencies will be listed on a national securities exchange.

 JPMorgan Chase and JPMorgan Financial believe that as a result of
the above changes to the types of warrants that may be offered under this Registration Statement, all of those warrants will be excluded from the definition of swap under Section 1a(47)(B) of the Commodity Exchange Act and from the definition
of security-based swap under Section 2(a)(17) of the Securities Act, Section 1a(42) of the Commodity Exchange Act and Section 3(a)(68) of the Securities Exchange Act of 1934, as amended.

Description of Warrants of JPMorgan Chase Financial Company LLC, page 27

5. We note that you are registering the offering of warrants to be issued by JPMorgan Chase Financial Company LLC and guaranteed by
JPMorgan Chase & Co. Please tell us how this offering meets the eligibility criteria of General Instruction I.C. to Form S-3.

 General
Instruction I.C. to Form S-3 provides that, “[i]f a registrant is a majority-owned subsidiary, security offerings may be registered on this Form if: . . . (3) the parent of the registrant-subsidiary meets the Registrant Requirements and
the applicable Transaction Requirement, and provides a full and unconditional guarantee, as defined in Rule 3-10 of Regulation S-X (§210.3-10 of this chapter), of the payment obligations on the securities being registered, and the securities
being registered are non-convertible securities, other than common equity.”

 JPMorgan Financial is a wholly owned subsidiary of JPMorgan Chase, and
JPMorgan Chase meets the Registrant Requirements set forth under General Instruction I.A. to Form S-3 and the Transaction Requirements set forth under General Instruction I.B.1. JPMorgan Chase will fully and unconditionally guarantee the payment
obligations on the warrants to be issued by JPMorgan Financial. The warrants to be issued by JPMorgan Financial provide only for payments of amounts in cash upon exercise, are not convertible into common equity of JPMorgan Financial and are not
convertible into or exchangeable for any other securities or other assets, and therefore are not common equity as defined under Rule 405 of the Securities Act and are non-convertible securities.

****************

 4

 JPMorgan Chase and, as applicable, JPMorgan Financial will include the required “Tandy” language
referenced on page 3 of the Staff’s letter in the acceleration request for each Registration Statement.

 ****************

If you have any questions or request any further information, please do not hesitate to contact me.

 Very truly yours,

 /s/ Neila B. Radin

 Neila B. Radin

 Managing Director &

 Associate General Counsel

 JPMorgan Chase & Co.

cc:

 Alexandra M. Ledbetter, Staff Attorney, Division of Corporation Finance,

United States Securities and Exchange Commission

Anthony J. Horan, Corporate Secretary, JPMorgan Chase & Co.

Lee Meyerson, Maripat Alpuche and Lesley Peng, Simpson Thacher & Bartlett LLP

John G. Crowley, Davis Polk & Wardwell LLP

William V. Fogg, Cravath, Swaine & Moore LLP

 5

Mail Stop 4720

March 18, 2016

Via E -mail
Marianne Lake
Executive Vice President and Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

Re: JPMorgan Chase & Co.
  Registration Statement on Form S-3
Filed  February 24, 2016
  File No.  333-209681

JPMorgan Chase & Co.
JPMorgan Chase Financial Company LLC
Registration Statement on Form S -3
Filed  February 24, 2016
  File No.  333-209682

Dear Ms. Lake:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this  letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note that your registration statement s incorporate  by reference your Form 10 -K for
the fis cal year ended December 31, 2015 , which in turn incorporates by reference Part III
information from a proxy statement which you have not yet filed.  Prior to seeking
effectiveness for the registration statements, p lease amend your Form 10 -K to include

Marianne Lake
JPMorgan Chase & Co.
March 18, 2016
Page 2

 Part III information for the fis cal year ended December 31, 2015,  or file you r proxy
statement including the  information.  Alternatively, please amend your registration
statement s to include the information.   For guidance, please refer to Question 123.01 of
our Securities Act Forms Compliance and Disclosure Interpretations, available on our
website.

Registration Statement on Form S -3, File N o. 333 -209681

2. Please revise your prospectus cover page to disclose the markets for the securities that
will be offered and the trading symbols for those securities.  Please also add a cross -
reference to the Risk Factors section of your most recent annual report.  See It em 1 of
Form S -3 and Item 501(b)(4) and -(5) of Regulation S -K.

Description of Currency Warrants, page 33

3. We note that JPMorgan Chase Financial Company LLC may issue warrants that are
exercisable for cash in an amount that is determined by reference to the value of specified
currencies .  Please tell us why these instruments are appropriately characterized as
warrants rather than as swaps.

Registration Statement on Form S -3, File N o. 333 -20968 2

Description of Warrants of JPMorgan Chase & Co. , page 12

4. We note that JPMorgan Chase & Co. and JPMorgan Chase Financial Company LLC may
issue warrants that are exercisable for cash in an amount that is determined by reference
to certain financial instruments/assets or events.   Please tell us why these  instruments are
appropriately characterized as warrants rather than swaps or security -based swaps.

Description of Warrants of JPMorgan  Chase Financial Company LLC , page 27

5. We note that you are registering the offering of warrants to be issued by JPMorgan Chase
Financial Company LLC  and guaranteed by JPMorgan Chase & Co.  Please tell us how
this offering meets the eligibility criteria of General Instruction  I.C. to Form S -3.

We urge all persons who are responsible for the accuracy and adequacy o f the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s d isclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Marianne Lake
JPMorgan Chase & Co.
March 18, 2016
Page 3

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written st atement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Alexandra M. Ledbetter, Staff Attorney, at (202) 551 -3317  or me at (202)
551-3419 with any  questions.

Sincerely,

/s/ Christian Windsor

Christian Windsor
Special Counsel
Office of Financial Services

cc: Christina L. Padden , Esq.
JPMorgan Chase & Co.

Lesley Peng , Esq.
Simpson Thacher & Bartlett LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

October 24 , 2014

Via E-mail
Marianne Lake
Executive  Vice President and Chief  Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017

 Re: JPMorgan Chase & Co.
  Form 10-K for the Fiscal Year Ended December 31 , 2013
  Filed February 20 , 2014
  File No. 1-5805

Dear M s. Lake :

We refer you to our comment letter dated September 29, 2014 regarding business
contacts with Syria, Sudan and Cuba.  We have completed our review of this subject matter.  We
remind you that our comments or changes to disclosure in response to our comments do not
foreclose the Commission from taking any action with respect to  the company or the filing and
the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.  We urge all
persons who are responsible for the accur acy and adequacy of the disclosure in the filing to be
certain that the filing includes the information the Securities Exchange Act of 1934 and all
applicable rules require .

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye , Chief
                  Office of Global Security Risk

cc:  Suzanne Hayes
  Assistant Director
 Division of Corporation Finance

CORRESP
1
filename1.htm

CORRESP

 October 14, 2014

Ms. Cecilia Blye

 Chief, Office of Global Security Risk

 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, 2013

Filed February 20, 2014

File No. 001-05805

 Dear Ms. Blye:

 We are in receipt of the letter dated September 29, 2014 to Marianne Lake, 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 filing.

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.
In your letters to us dated January 18, 2012 and February 14, 2012, you discussed contacts with Syria, Sudan and Cuba. As you are aware, Syria, Sudan and Cuba are designated by the State Department as state
sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Your 10-K does not include disclosure about contacts with those countries. Please describe to us the nature and extent of your past, current, and anticipated
contacts with Syria, Sudan and Cuba since your 2011 letters, whether through subsidiaries, affiliates, customers or other direct or indirect arrangements. You should describe any products, services or technology you have provided to Syria, Sudan and
Cuba, directly or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control.

Syria, 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. As a U.S. financial institution, the Firm complies with each of these OFAC programs and does not conduct business in or (except in the limited manner described below) with these countries. The Firm’s
limited activity relating to those countries is conducted pursuant to OFAC rules that permit such activities (i.e., permitted under the rules themselves or 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

  Page
 2

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. Examples of the foregoing activities include payment processing for certain
telecommunications and personal travel expenses (a permitted activity) or payment processing for official U.S. government or United Nations activities 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 only 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 Firm believes it is in compliance with OFAC restrictions, except for
occasional, inadvertent errors that the Firm fully reports to OFAC. 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.

As described in the Firm’s January 18, 2012 letter, there are two portfolio companies held by the Firm’s private equity business
(One Equity Partners) that are in each case incorporated and operate outside the U.S. and that during 2011 and 2012 had some contacts with Syria and Sudan; such contacts were terminated beginning January 1, 2013. These contacts were legal and
permissible under the laws of the countries in which these portfolio companies are located and during those years amounted to less than 1% of the respective revenues of each company.

2.
Please discuss the materiality of any contacts with Syria, Sudan and Cuba described in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You
should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of
qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. As you know, various state and municipal
governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of
the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria, Sudan and Cuba.

  Page
 3

 In this regard, we note that your most recent proxy statement again includes a shareholder
proposal requesting that your board institute transparent procedures to prevent holding investments in companies that substantially contribute to genocide or crimes against humanity. The proposal states that you are a large holder of PetroChina
which, through its parent, China National Petroleum Company, is Sudan’s largest trading partner. We are aware of 2012 and 2013 articles discussing such shareholder proposals and stating that you own shares in PetroChina and Sinopec, a company
they report also is recognized as contributing to the genocide in Sudan. Please discuss for us the potential reputational impact of the proposal and articles linking you to PetroChina and Sinopec.

Because, as noted above, the Firm does not do business with or in sanctioned countries, and any contacts are either permitted under
the rules or under a proper license, the Firm does not believe its contacts with Syria, Sudan or Cuba are material, either on a quantitative or qualitative basis. In light of the foregoing, the Firm believes that there is no need to
specifically describe in its public disclosures the services and products it provides that may have been licensed or authorized by OFAC. (The Firm does note that it has provided disclosure in its public filings, as required by
Section 13(r) of the Securities Exchange Act of 1934, of certain Iran-related activities of it or its affiliates as appropriate).

With regard to shareholder proposals, the Staff states in Comment #2 that our most recent Proxy Statement included a shareholder proposal
requesting that our board “institute transparent procedures to prevent holding investments in companies that substantially contribute to genocide or crimes against humanity”. Our most recent Proxy Statement did not include such a
proposal. The shareholder group Investors Against Genocide (“IAG”) submitted such a proposal for inclusion in the 2011, 2012 and 2013 Proxy Statements. The proposals that were previously included in the Proxy Statements highlighted
reported holdings attributed to the Firm in (i) PetroChina, a publicly traded company controlled by China National Petroleum Company (“CNPC”), which is owned by the Chinese Government; and (ii) Sinopec, a publicly traded company
controlled by Sinopec Group, which is also owned by the Chinese Government. Each of PetroChina and Sinopec, whether directly or through their parent entities, is publicly reported to have a business relationship with the Sudanese Government,
and IAG asserted that such investments, “…while legal, are inconsistent with U.S. sanctions explicitly prohibiting transactions relating to Sudan’s petroleum industry.” The Firm makes reports as required, including pursuant to
the rules of the Hong Kong Stock Exchange, of its position as the record owner of publicly traded shares of PetroChina and Sinopec. However, the vast majority of these shares are in fact held in client custody accounts over which we exercise no
control; instead, we hold the shares only at the direction of our customers, who are the share owners. We purchase, sell and vote these shares only as directed by our customers. In our discretionary asset management business, we follow investment
guidelines directed by our customers. As the Staff notes in Comment #2, some clients have adopted restrictions regarding holding securities of specified categories of issuers and when our customers inform us of any such restrictions for their
accounts, we follow them. Where such investments are permitted by the customer’s investment guidelines, our holdings in PetroChina and Sinopec tend to be attributable to our investing according to certain investment benchmarks, where the
companies in question are elements in those stated

  Page
 4

benchmarks. Finally, we also may hold positions in these and other securities in our trading business to meet customer demands or to offset client transactions. These investments are permitted
under U.S. law.

 In our view, a determination that any person or entity is contributing to genocide is an extremely serious matter, and we
believe that such determinations are best made by government entities with the requisite knowledge and authority. In the case of Sudan, a legal framework has been established by the U.S. government that imposes certain legal restrictions regarding
business dealings with a wide range of companies and individuals. The Firm is subject to and complies with these restrictions; we do not engage in business with any entity prohibited by the U.S. government as a result of the entity’s directing
or contributing to violence in Sudan. These policies help guide our considerations of reputational impact as well.

 In addition to the
above regarding the ownership positions themselves, we look very closely at our shareholders’ views on these issues. The IAG proposal, as included in our Proxy Statements in 2011, 2012 and 2013, garnered limited support. The proposals received
affirmative support (based on shares voted “for”, “against” or “abstain”) of 7.69%, 9.14% and 8.06%, respectively, and both of the major proxy advisory firms recommended voting against the proposals in all three years.
As a result of this lack of support from shareholders, the proposal was excluded from our 2014 Proxy in reliance upon Rule 14a-8(i)(12) under the Securities Exchange Act of 1934. These voting results and the recommendations of the proxy advisory
firms, when taken together with feedback we received on the topic from shareholders during our shareholder outreach program, indicate to us that our shareholders recognize that we have appropriate practices in place. Press articles on this subject
have been limited and we have addressed the shareholders’ concerns by reference to the underlying facts. Our concern for the protection of human rights is reflected in our Firm’s Human Rights Statement and guided by the principles set
forth in the United Nations Universal Declaration of Human Rights. The relative lack of support from shareholders for these proposals and the resulting exclusion of the proposal from our 2014 Proxy do not render the issues they raise unimportant to
the Firm. However, we feel that our current practices in this regard are appropriate and we take the shareholder voting results to be an indicator that our shareholders agree.

****************

 This is to
acknowledge that (i) the Firm is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action
with respect to the filing; and (iii) the Firm may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

  Page
 5

 If you have any questions or wish to request any further information, please do not hesitate
to contact me.

 Yours Sincerely,

/s/ Marianne Lake

 Marianne Lake

 Chief Financial
Officer

cc:
Suzanne Hayes

 Jennifer Hardy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

September 2 9, 2014

Via E-mail
Marianne Lake
Executive  Vice President and Chief  Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017

 Re: JPMorgan Chase & Co.
  Form 10-K for the Fiscal Year Ended December 31 , 2013
  Filed February 20 , 2014
  File No. 1-5805

Dear M s. Lake :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant  Director group with respect
to other issues.   In our comments, we ask  you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by adv ising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have  additional comments.

General

1. In your letters to us dated January 18, 2012 and February 14, 2012, you discussed
contacts with Syria, Sudan and Cuba.  As you are aware, Syria, Sudan and Cuba are
designated by the State Department as state sponsors of terr orism, and are subject to
U.S. economic sanctions and export controls.  Your  10-K does n ot include disclos ure
about contacts with those countries.  Please describe to us the nature and extent of
your past, current, and anticipated contacts with Syria, Sudan and Cuba since your
2011 letters, whether through subsidiaries, affiliates , customers or other direct or
indirect arrangements.   You should describe any products, services or technology
you have provided to Syria, Sudan and Cuba, directly or indirectly, and any
agreements, commercial arrangements, or other contacts with the gov ernments of
those countries or entities they control.

Marianne Lake
JPMorgan Chase & Co.
September 2 9, 2014
Page 2

2. Please discuss the materiality of any contacts with Syria , Sudan and Cuba described
in response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in
quantitative terms, including the approximate dollar amounts of any associated
revenu es, assets, and liabilities for the last three fiscal years and the subsequent
interim period .  Also, address materiality in terms of qualitative factors that a
reasonable investor would deem important in making an investment decision,
including the potent ial impact of corporate activities upon a company’s reputation
and share value.  As you know, various state and municipal governments,
universities, and other investors have proposed or adopted divestment or similar
initiatives regarding investment in comp anies that do business with U.S. -designated
state sponsors of terrorism.   You should address the potential impact of the investor
sentiment evidenced by such actions directed toward companies that have operations
associated with Syria , Sudan  and Cuba .

In this regard, w e note that your most recent proxy statement again includes a
shareholder proposal requesting that your board institute transparent procedures to
prevent holding investments in companies that substantially contribute to genocide or
crimes  against humanity.  The proposal states that you are a large holder of
PetroChina which, through its parent, China National Petroleum Company, is Sudan’s
largest trading partner.  We are aware of 2012 and 2013 articles discussing such
shareholder proposals  and stating that you own shares in PetroChina and Sinopec, a
company they report also is recognized as contributing to the genocide in Sudan.
Please discuss for us the potential reputational impact of the proposal and articles
linking you to PetroChina a nd Sinopec.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written state ment from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any act ion with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Marianne Lake
JPMorgan Chase & Co.
September 2 9, 2014
Page 3

 Please contact Jennifer Hardy, Special Counsel , at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  Suzanne  Hayes
  Assistant Director
 Division of Corporation Finance

CORRESP
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New York

Menlo Park

Washington DC

São Paulo

London

Paris

Madrid

Tokyo

Beijing

Hong Kong

Sarah E. Beshar

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

212 450 4131 tel

212 701 5131 fax

sarah.beshar@davispolk.com

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CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS LETTER HAS BEEN REQUESTED BY JPMORGAN CHASE & CO. THOSE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY [REDACTED] IN THE TEXT, AND HAVE BEEN SUBMITTED TO THE COMMISSION.

March 31, 2014

VIA EDGAR AND E-MAIL

Ms. Amy M. Starr

Chief

Office of Capital Markets Trends

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

JPMorgan Chase & Co.

424 Prospectuses relating to Registration Statement on Form S-3ASR

Filed November 14, 2011

File No. 333-177923

Dear Ms. Starr:

On behalf of JPMorgan Chase & Co. (the “Issuer”), I am writing in response to the letter, dated February 11, 2014, to Anthony J. Horan, corporate secretary of the Issuer, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding your selective review of exchange-traded notes (“ETNs”), including offerings of the Issuer’s Global Medium-Term Notes, Series E (the “Notes”) that are registered under the Securities Act of 1933, as amended (the “Securities Act”) under the Registration Statement on Form S-3ASR (File No. 333-177923) (the “Registration Statement”) filed on November 14, 2011. The Issuer appreciates your extension of the response deadline to March 31, 2014.

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As discussed in the call with the Staff on February 26, 2014, the Issuer currently has one series of listed ETNs outstanding, the Alerian MLP Index ETN (the “Alerian ETNs”), and the Issuer has no current plans to issue additional ETNs. The Issuer’s responses below reference its disclosure practices relating to the Alerian ETNs, as set forth in amendment no. 6 to reopening pricing supplement no. 1 dated June 14, 2012 (the “Alerian Pricing Supplement”) and product supplement no. 10-II (the “Alerian Product Supplement”).

To assist in your review of the Issuer’s responses to the comments set forth in the Staff’s letter, I have set forth below certain comments contained in the letter as agreed and discussed with the Staff in the call on February 26, 2014, together with the Issuer’s responses to each.

Terms of Offering

1.      We have observed that frequently the prospectus supplement does not clearly describe the terms of the ETN being offered. As a result, investors may have difficulty understanding what they are purchasing and how the ETN operates. For example, some prospectus supplements use highly complex defined terms without explaining those terms in the context of the ETN, while others do not clearly describe the precise mechanics of the ETN, including payment at maturity or redemption. Please revise your prospectus supplements, as appropriate, to disclose the material terms of each ETN in a clear, concise and understandable manner. Refer to Rule 421(b) of the Securities Act of 1933.

The Issuer acknowledges this comment. It has been the Issuer’s practice to describe the terms of the Alerian ETNs, including the precise mechanics of the Alerian ETNs, and to explain defined terms in the context of the Alerian ETNs. For narrative disclosure describing the terms of the Alerian ETNs, see “Selected Purchase Considerations” on page PS-3 of the Alerian Pricing Supplement and for an explanation of the defined terms in the context of the Alerian ETNs and a description of the precise mechanics of the Alerian ETNs, see “Key Terms” on the cover, “Additional Key Terms” beginning on page PS-1, “Key Coupon Payment Terms” beginning on page PS-12 and “Key Weekly Repurchase Terms” beginning on page PS-13, in each case, of the Alerian Pricing Supplement.

In addition, the Issuer has described the mechanics of the Alerian ETNs by including and explaining hypothetical examples in the Alerian Pricing Supplement. The Issuer’s offering documents relating to the Alerian ETNs include separate hypothetical example sections illustrating the mechanics of the calculation of coupons payable on the Alerian ETNs and the mechanics of the payment at maturity or upon repurchase. See “Hypothetical Coupon Amount Calculation” and “Hypothetical Payment at Maturity or upon Early Repurchase” beginning on page PS-8 of the Alerian Pricing Supplement.

In any future pricing supplement relating to the Alerian ETNs, the Issuer proposes to provide additional narrative disclosure explaining the payments on the Alerian ETNs, as well as the fees deducted in calculating the amounts of those payments, using language substantially similar to the disclosure set forth in Annex A.

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Indicative Value

3.     We note that some prospectus supplements for ETN offerings state that the “indicative value” of the ETN will be published on a regular basis, such as daily, including through third parties. Please explain to us the purpose of calculating indicative value and why it is relevant to investors. Further, tell us whether and where the ETN’s indicative value is publicly available to any investor without charge and how often it is updated.

Bloomberg calculates and publishes the intraday indicative value for the Alerian ETNs. The intraday indicative value is meant to approximate the intrinsic economic value of the Alerian ETNs for reference purposes. While the intraday indicative value of the ETNs may differ from the trading prices of the Alerian ETNs, and therefore, the amount that an investor may receive in the secondary market for the sale of the Alerian ETNs, the Issuer believes that this calculation and publication of the intraday indicative value provides a helpful indication of the potential value of the Alerian ETNs to investors considering a purchase or sale.

NYSE Arca Rule 5.2(j)(6) requires that the intraday indicative value for an index underlying an ETN be calculated and published every 15 seconds. Because the value of the underlying index differs from the value of the ETN, the Issuer believes that an intraday indicative value for the Alerian ETNs may also be helpful to investors in estimating the value of their investment in the ETNs. For this reason, in addition to the intraday indicative value of the underlying index published by the index calculation agent, the intraday indicative value of the Alerian ETNs is separately published by Bloomberg. In each case, the intraday indicative values are published on Bloomberg every 15 seconds during trading hours.

The intraday indicative value of the index underlying the Alerian ETNs is published under Bloomberg ticker symbol “AMZ,” and the intraday indicative value of the Alerian ETNs is published under the Bloomberg ticker “AMJ.IV” and is made accessible by Bloomberg on Bloomberg’s public webpage under “AMJIV:IND”.

4.     We note that some prospectus supplements for ETN offerings include numeric formulas describing how the indicative value of an ETN is calculated without providing sufficient narrative explanation as to how the formula works, and therefore how the security’s terms work. Please provide narrative disclosure that describes the inputs and mechanics of such formulas in a clear, concise and understandable manner so that investors may evaluate how the terms of the security work and are calculated.

The Issuer acknowledges this comment. The Issuer’s practice has been to provide narrative disclosure describing the mechanics of numeric formulas for calculating the indicative value in the reopening supplement and the product supplement. See “The intraday indicative value and the Current Indicative Value are not the same as the closing price or any other trading price of the notes in the secondary market” on page PS-5 of the Alerian Pricing Supplement and PS-14 of the Alerian Product Supplement, as excerpted below in response to comment 5.

In any future pricing supplement relating to the Alerian ETNs, the Issuer proposes to provide additional narrative disclosure describing the initial offering price to the public, Current Indicative

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Page 2014.03.31.4

Value, intraday indicative value, trading price and Repurchase Amount using language substantially similar to the language set forth in Annex B.

5.     If you include information about indicative value in your prospectus supplements, please also disclose the relationship among the indicative value, the market value of the ETN relative to the initial offering price to the public, and the redemption amount. Please also provide a risk factor discussing the risk that ETNs may trade at a substantial premium or discount in relation to the value of the ETN determined or disclosed by the issuer (whether as “indicative value” or otherwise) or the redemption amount of the ETN.

The Issuer acknowledges this comment. The Issuer’s practice is to disclose the relationship among the indicative value, the market value of the Alerian ETNs and amount payable at maturity or upon early repurchase of the Alerian ETNs. For ease of reference, VWAP means the volume-weighted average price of each component in the Index. See “The payment on the notes is linked to the VWAP Levels, not to the Closing Levels of the Index and not to the published intraday indicative value of the notes” on page PS-4 of the Alerian Pricing Supplement and PS-13 of the Alerian Product Supplement and “The intraday indicative value and the Current Indicative Value are not the same as the closing price or any other trading price of the notes in the secondary market” on page PS-5 of the Alerian Pricing Supplement and PS-14 of the Alerian Product Supplement, as excerpted below:

THE PAYMENT ON THE NOTES IS LINKED TO THE VWAP LEVELS, NOT TO THE CLOSING LEVELS OF THE INDEX AND NOT TO THE PUBLISHED INTRADAY INDICATIVE VALUE OF THE NOTES — Your payment at maturity or upon early repurchase is linked to the performance of the Final VWAP Level, as compared to the Initial VWAP Level of the Index. Although the VWAP Level is intended to track the performance of the Index, the calculation of the VWAP Level is different from the calculation of the official closing level of the Index. Therefore, your payment at maturity or upon early repurchase of your notes, as applicable, may be different than the payment you would receive if such payment is determined by reference to the official closing level of the Index. Because the VWAP Level will not necessarily correlate with the performance of the Index, the payment at maturity or upon early repurchase, as applicable, will not be the same as investing in a debt security with a payment at maturity or upon early repurchase linked to the performance of the Index. In particular, the actual Index closing level may vary significantly, on a cumulative basis over the term of the notes, from the VWAP Level. For information that reflects the historical performance of the Index and the VWAP Level, please see “Historical Information” in this reopening pricing supplement.

In addition, the intraday indicative value of the notes calculated and published by Bloomberg L.P. will be based on the intraday indicative values of the Index instead of the VWAP Levels of the Index. Because the intraday indicative value of the notes may vary significantly from the VWAP Levels and the Final VWAP Level, the payment at maturity or upon early repurchase of your notes may be much different than the payment you would receive if such payment is determined by reference to the intraday indicative value of the notes.

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Page 2014.03.31.5

THE INTRADAY INDICATIVE VALUE AND THE CURRENT INDICATIVE VALUE ARE NOT THE SAME AS THE CLOSING PRICE OR ANY OTHER TRADING PRICE OF THE NOTES IN THE SECONDARY MARKET — The intraday indicative value and the Current Indicative Value of the notes are not the same as the closing price or any other trading price of the notes in the secondary market. The Current Indicative Value as of any date reflects the performance of the VWAP Level as of such date, as compared to the Initial VWAP Level of the Index, applied to the Principal Amount. The intraday indicative value at a given time reflects the product of Principal Amount and the Index Ratio, calculated using the levels of the Index instead of VWAP Levels as of that time, with adjustments to reflect any Accrued Tracking Fee and/or Adjusted Coupon Amount as of that time.

The trading price of the notes at any time, on the other hand, is the price at which you may be able to sell your notes in the secondary market at that time, if one exists. The trading price of the notes at any time may vary significantly from the intraday indicative value and the Current Indicative Value of the notes at that time. For example, if you pay a premium for the notes above the intraday indicative value or the Current Indicative Value, you could incur significant losses if you sell your notes at a time when the premium is no longer present in the market.

In any future pricing supplement relating to the Alerian ETNs, the Issuer proposes to provide additional narrative disclosure describing the initial offering price to the public, Current Indicative Value, intraday indicative value, trading price and Repurchase Amount using language substantially similar to the language set forth in Annex B.

In addition, the Issuer recognizes that the Alerian ETNs may trade at a premium to their indicative value when demand for the Alerian ETNs exceeds supply. The Issuer currently provides a risk factor describing this risk in the Alerian Pricing Supplement and the Alerian Product Supplement. See “The intraday indicative value and the Current Indicative Value are not the same as the closing price or any other trading price of the notes in the secondary market” (reprinted above) and “The maximum issuance authorization may cause the notes to trade at a premium, which may be reduced or eliminated at any time” on page PS-5 of the Alerian Pricing Supplement and PS-14 of the Alerian Product Supplement and “The liquidity of the market for the notes may vary materially over time” on page PS-7 of the Alerian Pricing Supplement and PS-18 of the Alerian Product Supplement, as excerpted below:

THE MAXIMUM ISSUANCE AUTHORIZATION MAY CAUSE THE NOTES TO TRADE AT A PREMIUM, WHICH MAY BE REDUCED OR ELIMINATED AT ANY TIME — The maximum issuance authorization may cause an imbalance of supply and demand in the secondary market for the notes, which may cause the notes to trade at a premium, which may be significant, in relation to their Current Indicative Value or any intraday indicative value.

In addition, any decrease in the supply of the notes due to the maximum issuance authorization may cause the notes to appear on NYSE Arca’s “threshold securities list,” indicating repeated delivery failure (which may be a sign of supply shortage) and requiring an actual borrowing of or a bona fide arrangement to borrow the notes in connection with a short sale. If arbitrageurs are unable to locate notes to sell short, the

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Page 2014.03.31.6

notes may trade at a premium, which may be significant, in relation to their Current Indicative Value or any intraday indicative value. Therefore, any purchase of the notes in the secondary market may be at a purchase price significantly different from their Current Indicative Value or any intraday indicative value.

Any premium may

CORRESP
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filename1.htm

New York

Menlo Park

Washington DC

São Paulo

London

Paris

Madrid

Tokyo

Beijing

Hong Kong

John M. Brandow

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

212 450 4648 tel

212 701 5648 fax

john.brandow@davispolk.com

March 12, 2014

VIA EDGAR AND E-MAIL

Ms. Amy M. Starr

Chief

Office of Capital Markets Trends

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

JPMorgan Chase & Co.

424 Prospectuses relating to Registration Statement on Form S-3ASR

Filed November 14, 2011

File No. 333-177923

Dear Ms. Starr:

On behalf of JPMorgan Chase & Co. (the “Company”), I am writing to follow up regarding the letter, dated February 11, 2014, to Anthony J. Horan, corporate secretary of the Company, from the staff (the “Staff”) of the Securities and Exchange Commission regarding your selective review of takedowns of exchange-traded notes.

We appreciated the opportunity to discuss the Staff’s comments with you and your team on March 5, 2014.  As further discussed between Everett Seymour on behalf of the Company and Mr. Walz on March 11, 2014, the Company plans to file its written response to the Staff’s comments by March 31, 2014.

Very truly yours,

/s/ John M. Brandow

John M. Brandow

cc:           David Walz, Division of Corporation Finance, Securities and Exchange Commission

February 11, 2014
 Via E-mail
Anthony J. Horan
Corporate Secretary
JPMorgan Chase & Co.  270 Park Avenue  New York, New York 10017
Re: JPMorgan Chase & Co.
  424 Prospectuses relating to Registration Statement on Form S-3ASR
Filed November 14, 2011
  File No. 333-177923

Dear Mr. Horan:
 We are writing this letter in connection with our selective review of takedowns of
exchange- traded notes (“ETNs”) from sh elf registration statements.  In this letter, we identify
areas where we believe there could be disclosure improvements that would benefit investors.  We are issuing the following comments in an effort to enhance disclosures in your future ETN offerings.

This letter reflects observations from our se lective review of prospectus supplements for
ETN offerings by a number of different financial institutions.  Although we reviewed certain
takedowns from your existing shelf registration statement, we are including comments that may
or may not specifically apply to disclosures with respect to all of your ETN offerings.  If you disagree with a comment or think it does not apply to your ETN program, please explain why in your response letter.
 This letter may not address all of the disclosure issues that could arise in your ETN
offerings.  It is intended only to highlight the issues described in the comments below.  We recommend that you also review our April 2012 samp le comment letter to issuers of structured
notes for additional disclosure matters that may be applicable to ETN offerings.
1

Terms of Offering
 1. We have observed that frequently the prospect us supplement does not clearly describe the
terms of the ETN being offered.  As a result, investors may have difficulty understanding
what they are purchasing and how the ETN operates.  For example, some prospectus supplements use highly complex defined terms without explaining those terms in the

1  The comment letter to issuers of structured notes is available on our website at
http://sec.gov/divisions/corpfin/ guidance/structurednote0412.htm .

Anthony J. Horan JPMorgan Chase & Co. February 11, 2014 Page 2

 context of the ETN, while others do not clearly describe the precise mechanics of the
ETN, including payment at maturity or redemption.  Please revise your prospectus supplements, as appropriate, to disclose th e material terms of each ETN in a clear,
concise and understandable ma nner.  Refer to Rule 421(b) of the Securities Act of 1933.

2. Please revise your prospectus supplements, as appropriate, to disclose whether the ETN
issuer may cease or suspend and restart sales of the notes at any time at the issuer’s discretion.  Also, describe the potential impact these actions may have on the market price and liquidity of the ETNs in the seconda ry market.  Tell us whether you consider
the issuer’s discretion to suspend and restart sa les to be a material risk to investors in the
offering and, if so, please provide appropriate risk factor disclosure in future filings.

Indicative Value

3. We note that some prospectus supplements for ETN offerings state that the “indicative
value” of the ETN will be published on a regular basi s, such as daily, including through
third parties.  Please explain to us the purpose of calculating indicati ve value and why it
is relevant to investors.  Further, tell us whether and where the ETN’s indicative value is
publicly available to any investor without charge and how often it is updated.
 4. We note that some prospectus supplements for ETN offerings include numeric formulas
describing how the indicative value of an ETN is calculated without providing sufficient
narrative explanation as to how the formula works, and therefore how the security’s terms
work.  Please provide narrative disclosure th at describes the inputs and mechanics of such
formulas in a clear, concise and understandable manner so that investors may evaluate
how the terms of the security work and are calculated.
5. If you include information about indicative value in your prospectus supplements, please
also disclose the relationship among the indicative value, the market value of the ETN relative to the initial offering price to the public, and the redemption amount.  Please also provide a risk factor discussing the risk that ETNs may trade at a substantial premium or discount in relation to the value of the ETN determined or disclosed by the issuer (whether as “indicative value” or otherwise) or the redemption amount  of the ETN.
 Redemption Value

6. We have observed that in most ETN offerings, the holder may submit the notes for
redemption at a “redemption value.”  However, the prospectus or prospectus supplement may not clearly disclose the method of determining the redemption value (or amount) for the ETN or indicate whether the redemption value is publicly available prior to an investor’s redemption.  Please revise, as applicable, to disclose this information.

Anthony J. Horan JPMorgan Chase & Co. February 11, 2014 Page 3

 Fees

7. Please revise your disclosure to clearly de scribe all fees that may be charged relating to
the ETNs, including but not limited to, as applicable, annual fees, redemption fees, event risk hedge costs, futures execution costs, and index calculation fees.  Identify the party responsible for payment of each fee, and describe how, if applicable, such fees may change based on the performance of any referenced index or asset.  In addition, please explain when fees are collected and what effect the fees have on the redemption amount and the indicative value of the ETN.
Conflicts of Interest
 8. We note that prospectus supplements for ETN offerings typically include disclosure
about activities of the issuer and its affiliates that may create conflicts of interest, such as
trading activities, hedging, and publishing research reports.  To the extent you or your affiliates engage in activities that create material conflicts of interest, please revise to disclose those activities and the types of conflicts they create.  Also describe the potential impact of such activities and conflicts on the supply, pricing and market for the ETN.
 Outstanding ETNs
 9. We note that issuers of ETNs may provide public information about the number and
dollar amount of outstanding ETNs in a series.  Please disclose where the number and
amount of outstanding ETNs in a series is available to investors at any point in time.

Plan of Distribution
 10. Please provide a detailed explanation of your methods of sale for ETNs, including the
involvement of broker-dealers as initial purchasers of ETNs from the issuer, whether such broker-dealers are identified as underw riters in the prospectus supplement and how
such broker-dealers satisfy prospectus delivery  obligations under the S ecurities Act.  See
Item 508 of Regulation S-K.
 Disclosure Format

11. We note that some prospectus supplements include disclosure for numerous ETN
offerings with different investment profiles.  Considering that different ETNs may have
different features and risks for investors to evaluate, please explain to us why you believe that providing disclosure for multiple ETN offerings in a single prospectus supplement is appropriate.

Anthony J. Horan JPMorgan Chase & Co. February 11, 2014 Page 4

 Security Titles

12. Please evaluate the titles used for your ETNs and avoid titles that may suggest investors
are purchasing equities or other types of securities instead of an unsecured debt
obligation.  For example, titles incorporati ng the term “shares” may suggest that in vestors
are purchasing an equity security, rather than a debt instrument.  In addition, please avoid titles that may suggest you are offering interests in an exchange traded fund registered under the Investment Company Act of 1940.
 Short Sales

13. We note that in some offerings there is disclosure in the prospectus supplement stating
that broker-dealers and other persons may make short sales of ETNs and may cover such
short positions by borrowing ETNs from the issuer or its affiliates.  In some cases the issuer has agreed to repurchase those ETNs.  These activities may impact in the short or long term the number of ETNs outstanding at any point.  Please disclose whether you intend to engage in such activities and if so how you will publicly disclose such loans and repurchases.  Please confirm you will register  these transactions under the Securities Act
of 1933.  If applicable, please provide risk factor disclosure that describes the market impact of short sales and the effect that securities lending may have on the number of ETNs outstanding at any time.
 Regulation M

14. We have observed that a large divergence between the ETN’s market value and the value
of the reference index of the ETN can emerge  (for example, where ETN issuers suspend
further issuances or otherwise limit the availability of newly issued ETNs).  Please explain how your redemptions in such circ umstances comply with the requirements of
Rule 102 of Regulation M.  If these redemptions are done in reliance on no-action letters granting relief from Rule 102 and permitting issuers to redeem an ETN during the ETN’s
distribution
2, please explain how the representation that the market value of the ETN not
vary substantially from the value of th e underlying or reference index is met.

Please respond to this letter within ten  business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may have
additional comments.
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filings include the information the Securities Act and all applicable Securities Act rules require.  Since the company and its management are in possession

2  See e.g. Barclays Bank PLC, Staff No-Action letter (J uly 27, 2006) or Deutsche Bank AG, Staff No-Action
Letter (October 12, 2007).

Anthony J. Horan JPMorgan Chase & Co. February 11, 2014 Page 5

 of all facts relating to a company’s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

x the company is responsible for the adequacy and accuracy of the disclosure in the
filings;

x staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

x the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
 You may contact David Walz at (202) 551-3358 or me at (202) 551-3860 with any
questions regarding these comments.
  Sincerely,  /s/ Amy M. Starr

Amy M. Starr Chief Office of Capital Markets Trends Division of Corporation Finance

October 10, 2013

Via E -mail
Marianne Lake
Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017

Re: JPMorgan Chase & Co.
 Form 10 -K for Fiscal Year Ended December 31, 2012
 Filed February 28, 2012
File No. 001 -05805

Dear Ms. Lake:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are  responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Suzanne Hayes
Suzanne Hayes
Assistant Director

CORRESP
1
filename1.htm

		5-31-13 SEC Comment Letter (Redaction)

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page  1

June 14, 2013

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, 2012

Filed February 28, 2013

Form 10-Q for Quarter Ended March 31, 2013

Filed May 8, 2013

File No. 001-05805

Dear Ms. Hayes:

We are in receipt of the letter dated May 31, 2013 to Marianne Lake,  Chief Financial Officer of JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”), from the staff (the “Staff”) of the Securities 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, 2012

Business – Supervision and regulation, page 1

Powers of the FDIC upon insolvency of an insured depository institution of the Firm, page 6

1.   We note your statement that the FSA has recently issued a proposal that may require the Firm to either obtain equal treatment for U.K depositors or “subsidiarize” in the U.K. It is not clear whether the equal treatment refers to U.K depositors being treated the same as U.S depositors; U.K depositors having priority over public noteholders; or

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page  2

equal treatment in some other sense. Please explain. Additionally, explain the meaning of “subsidiarize” in the U.K.

The reference to equal treatment refers to U.K. depositors being treated the same as U.S. depositors.  The term “subsidiarize” means, in this context,  to convert the branch that takes deposits into a U.K.-incorporated subsidiary, or alternatively to cease taking deposits in the branch and take them in a separately incorporated U.K. subsidiary.

For the information of the Staff, Congress passed depositor preference legislation in 1993, giving a preference to deposit liabilities over general unsecured creditors in the distribution of bank receivership proceeds to claimants.  In 1994, the FDIC's General Counsel issued an advisory letter opinion that concluded that the term “deposit liability” should be interpreted to exclude deposits at foreign branches of U.S. banks.  The effect of this view was to subordinate foreign branch deposits to domestic deposits, making them pari passu with general creditor claims.

In September 2012, the FSA issued a consultation paper stating that U.K. depositors should benefit from the same priority afforded to the bank's depositors in its home country in the event of failure.  The FSA proposed that banks from countries that have a national depositor preference regime, such as the United States, either implement an alternative arrangement that ensures that U.K. depositors are pari passu with depositors at domestic branches  (i.e., be given “equal treatment”) or only take deposits at U.K.-incorporated subsidiaries (i.e., “subsidiarize”).  In future filings, at such time as this topic is again discussed, the Firm will endeavor to make these references clearer.

Management’s Discussion and Analysis

Capital Management, page 116

Regulatory capital, page 117

2.   We note that you attribute the increase in risk-weighted assets (“RWA) during 2012 to growth in the Firm’s assets as well as an adjustment to reflect regulatory guidance regarding a limited number of market risk models used for certain positions held during the first half of 2012, including the synthetic credit portfolio. We further note that the adjustment to RWA decreased substantially in the fourth quarter of 2012 as a result of regulatory approval of certain market risk models and a reduction in related positions. Please provide us with a more thorough explanation of the referenced regulatory adjustments. Please also consider providing a RWA rollforward in your future filings that separately quantifies changes in book size, book quality, and model changes by risk-weighted asset type, if possible.

[Redacted]

In future filings, the Firm will further enhance its qualitative description for significant changes in RWA during the reporting period, if any. In addition, the Firm will continue to consider disclosing a quantitative rollforward of RWA.  Because of the numerous factors that impact

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page  3

RWA, including changes in complex regulatory calculations, and the level of detail required to prepare and understand such a quantitative rollforward, the Firm believes that such a rollforward will require significant time and effort to properly plan and implement.  In the interim, for investors that are interested in more detailed information, beginning in the first quarter of 2013, supplemental information on the market risk RWA, is available in the Firm's Market Risk, Pillar 3 report located on the Firm's website.  Other risk components of RWA will be disclosed in the Pillar 3 report upon implementation of Basel II. In its future filings, the Firm will refer readers of its financial statements to this supplemental information available on its website.

Notes to Consolidated Financial Statements

Note 3 – Fair Value Measurement, page 196

Credit adjustments, page 212

3.   We note that you record credit valuation adjustments (“CVA”) to reflect counterparty credit risk in the valuation of derivative assets as well as debit valuation adjustments (“DVA”) to reflect your own credit risk in the valuation of derivative and other liabilities measured at fair value (e.g., structured notes). We also note your disclosure that the methodology to determine your DVA adjustment is generally consistent with CVA and incorporates your own credit spread as observed through the credit default swap (“CDS”) market. Given the volatility of these adjustments due to the tightening/widening of your own credit spreads and changes in counterparty credit quality, we believe that the models and significant assumptions used to determine these adjustments should be disclosed. Accordingly, please revise your future filings to describe the models and significant assumptions used to determine both your CVA and DVA. Please also clarify whether there are any differences in how DVA is calculated for your derivatives as compared to your structured note liabilities.

In future filings, the Firm will enhance its disclosures to describe the models and significant assumptions used to determine CVA and DVA for derivatives and structured note liabilities.

[Redacted]

Note 4 – Fair Value Option, page 214

4.   We note that you have elected the fair value option for your structured notes and that such notes are classified within Deposits, Other borrowed funds, or Long-term debt. We further note that the derivatives embedded within these notes are the primary driver of risk and may have a significant impact on the fair value of such notes. Please revise your future filings to include a tabular presentation of your structured note products segregated by both balance sheet classification (e.g., Deposits, Other borrowed funds, or Long-term debt) and by the specific risk components to which the value of such notes are linked (e.g., equity, foreign currency exchange rates, interest rates, credit).

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page  4

The Firm will revise its future filings to include a tabular presentation of structured notes segregated by balance sheet classification and the specific risk components to which the value of such notes are linked, as follows:

[Redacted]

Note 17 – Goodwill and other intangible assets, page 291

Mortgage servicing rights, page 292

5.   Please address the following with respect to your tabular disclosure of your mortgage servicing rights (“MSR”) activity on page 293 as well as your related discussions on pages 84-85:

   •  Your discussions on pages 84-85 appear to be separating the components of mortgage servicing revenue between operating revenue and risk management revenue. Consider revising this section  in future filings to more transparently identify your purpose and how you delineate between these two types of mortgage servicing revenues. As part of this discussion, clearly identify how you compute the amounts labeled as “Changes in MSR asset fair value due to modeled amortization,” including the assumptions used.

In future filings, the Firm will revise the description of “Net mortgage servicing revenue” (as shown in the shaded box on page 85 of the Firm's 2012 Form 10-K) as follows:

Net mortgage servicing revenue includes the following components:

(a)

 Operating revenue predominantly represents the return on Mortgage Servicing's MSR asset and includes:

•

 Actual gross income earned from servicing third-party mortgage loans, such as contractually specified servicing fees and ancillary income; and

•

 The change in the fair value of the MSR asset due to the collection or realization of expected cash flows.

(b)

 Risk management represents the components of Mortgage Servicing's MSR asset that are subject to ongoing risk management activities, together with derivatives and other instruments used in those risk management activities.

In its future filings, the Firm will revise the “Changes in MSR asset fair value due to modeled amortization” label to “Changes in MSR asset fair value due to collection/realization of expected cash flows” (or something similar) to clarify how the related amount has been determined.  The Firm also intends to revise the "Changes due to market interest rates" label to "Changes due to market interest rates and other," and to footnote this line to describe what it represents (as discussed in the last bullet point below).

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page  5

   •  On a related note, it appears that you began using the term “modeled amortization” to refer to  your modeled servicing portfolio runoff (or time decay) beginning in 2011. Please confirm that this line item represents the collection/realization of servicing cash flows over time and clarify whether a prepayment assumption is built into this number or quantified separately. Please also revise your future filings to clarify your use of the term “modeled amortization” as we note this term may be confusing to readers given that you have elected to account for your MSRs using the fair value measurement method as opposed to the amortization method pursuant to ASC 860-50-35-1.

As noted, the term “modeled amortization” refers to the collection or realization of servicing cash flows during the reporting period, and the Firm will revise its description of this amount in future filings.

Regarding the Staff's question about whether a prepayment assumption is built into this amount, modeled servicing cash flows do incorporate a prepayment assumption.  By way of example, assume that at the beginning of a reporting period the Firm's MSR valuation model anticipates that $100 of loans will prepay by the end the reporting period (based upon the prepayment assumption then incorporated into the valuation model).  If $120 of loans actually prepay during the reporting period, the “modeled amortization” amount would incorporate $100 of previously modeled prepayments and the $20 of additional prepayments would be reported in “Changes due to market interest rates and other” (as further discussed in the last bullet point below).  Likewise, if only $80 of loans actually prepay during the reporting period, the “modeled amortization” amount would still incorporate $100 of modeled prepayments and the $20 prepayment shortfall would be reported in "Changes due to market interest rates and other."

   •  We note that the line item “Other changes in valuation due to inputs and assumptions” represents the aggregate impact of changes in model inputs and assumptions (including costs to service, home prices, mortgage spreads, ancillary income, and assumptions used to derive prepayment speeds) as well as changes to the valuation models themselves. To the extent that there are multiple factors affecting the valuation, and particularly when potentially offsetting changes in the valuation occur, the amounts due to the various factors should be separately discussed and quantified. Please revise your future filings accordingly.

In future filings, the Firm will expand its disclosure of “Other changes in valuation due to inputs and assumptions” as shown in the table below.  The Firm will also disaggregate prior period amounts to conform to this revised presentation.

Changes in valuation due to inputs and assumptions:

Projected cash flows (e.g., cost to service)

 $XX

Discount rates

 XX

Prepayment model changes and other

 XX

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page  6

While changes in the home price index also impact the fair value of the MSR, such changes ultimately result in changes to the Firm's cost to service assumption and/or its prepayment assumption.  Accordingly, the Firm does not intend to separately attribute changes in the fair value of the MSR asset to changes in the home price index.  However, if changes in the home price index were a significant driver of changes to the cost to service assumption or to loan prepayment rates, the Firm would disclose this fact (as it did in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).

   •   Please revise your future filings to clarify where prepayment assumptions are presented in your table. For example, it would appear that the line item “Changes due to market interest rates” would include the impact of interest rate changes on estimated prepayment speeds; however, it also appears that the “Other changes in valuation due to inputs and assumptions” line item includes a component related prepayment speed assumptions. Clearly identify how the impact of prepayment speed assumptions is split between these two line items.

For the Staff's information, changes in prepayments affect both the “Changes due to market interest rates [and other]” line and the “Other changes in valuation due to inputs and assumptions” line.  The Firm's prepayment model assumes a certain relationship between changes in interest rates and changes in prepayment speeds.  The “Changes due to market interest rates [and other]” line represents both changes in estimated future prepayments due to changes in interest rates (based upon this assumed relationship), and the difference between actual and expected prepayments in the current period.  The “Other changes in valuation due to inputs and assumptions” line includes changes in estimated future prepayments resulting from changes in certain other assumptions used by the model (e.g., the home price index) and/or from changes to the prepayment model itself.

In future filings, the Firm will add a footnote to the “Changes due to market interest rates and other” line to state “Represents both the impact of changes in estimated future prepayments due to changes in interest rates, and the difference between actual and expected prepayments in the current period.”  The Firm will also add a footnote to the “Prepayment rates and other” line of the table presented above to state “Represents changes in prepayments other than those attributable t

May 31,  2013

Via E -mail
Marianne Lake
Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017

Re: JPMorgan Chase & Co .
 Form 10 -K for Fiscal Year Ended December 31, 2012
 Filed  February 28, 2013
 Form 10 -Q for Quarter Ended March 31, 2013
 Filed May 8, 2013
File No. 001 -05805

Dear Ms. Lake :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide  us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2012

Business – Supervision and regulation, page 1

Powers of the FDIC upon insolvency of an insured depository institution of the Firm, page 6

1. We note yo ur statement that the FSA has recently issued a proposal that may require the
Firm to either obtain equal treatment for U.K depositors or “subsidiarize” in the U.K.    It
is not clear whether the equal treatment refers to U.K depositors being treated the sa me as
U.S depositors; U.K depositors having priority over public noteholders; or equal
treatment in some other sense.   Please explain.   Additionally, explain the meaning of
“subsidiarize” in the U.K.

Marianne Lake
JPMorgan Chase & Co.
May 31, 2013
Page 2

 Management’s Discussion and Analysis

Capital Manageme nt, page 116

Regulatory capital, page 117

2. We note that you attribute the increase in risk -weighted assets (“RWA) during 2012 to
growth in the Firm’s assets as well as an adjustment to reflect regulatory guidance
regarding a limited number of market risk models used for certain positions held during
the first half of 2012, including the synthetic credit portfolio.  We further note that the
adjustment to RWA decreased substantially in the fourth quarter of 2012 as a result of
regulatory approval of certain market risk models and a reduction in related positions.
Please provide us with a more thorough explanation of the referenced regulatory
adjustments.  Please also consider providing a RWA rollforward in your future filings
that separately quantifies chang es in book size, book quality, and model changes by risk -
weighted asset type, if possible.

Notes to Consolidated Financial Statements

Note 3 – Fair Value Measurement, page 196

Credit adjustments, page 212

3. We note that you record credit valuation adjustments (“CVA”) to reflect counterparty
credit risk in the valuation of derivative assets as well as debit valuation adjustments
(“DVA”) to reflect your own credit risk in the valuation of derivative and other liabilities
measured at fair value (e.g., structured notes).  We also note your disclosure that the
methodology to determine your DVA adjustment is generally consistent with CVA and
incorporates your own credit spread as observed through the credit default swap (“CDS”)
market.  Given the volatilit y of these adjustments due to the tightening/widening of your
own credit spreads and changes in counterparty credit quality, we believe that the models
and significant assumptions used to determine these adjustments should be disclosed.
Accordingly, pleas e revise your future filings to describe the models and significant
assumptions used to determine both your CVA and DVA.  Please also clarify whether
there are any differences in how DVA is calculated for your derivatives as compared to
your structured not e liabilities.

Note 4 – Fair Value Option, page 214

4. We note that you have elected the fair value option for your structured notes and that
such notes are classified within Deposits, Other borrowed funds, or Long -term debt. We
further note that the deriva tives embedded within these notes are the primary driver of
risk and may have a significant impact on the fair value of such notes.  Please revise your
future filings to include a tabular presentation of your structured note products segregated

Marianne Lake
JPMorgan Chase & Co.
May 31, 2013
Page 3

 by both bal ance sheet classification (e.g., Deposits, Other borrowed funds, or Long -term
debt) and by the specific risk components to which the value of such notes are linked
(e.g., equity, foreign currency exchange rates, interest rates, credit).

Note 17 – Goodwi ll and other intangible assets, page 291

Mortgage servicing rights, page 292

5. Please address the following with respect to your tabular disclosure of your mortgage
servicing rights (“MSR”) activity on page 293 as well as your related discussions on
pages 84-85:

 Your discussions on pages 84 -85 appear to be separating the components of
mortgage servicing revenue between operating revenue and risk management
revenue.  Consider revising this section in future filings to more transparently
identify your purpos e and how you delineate between these two types of mortgage
servicing revenues.  As part of this discussion, clearly identify how you compute
the amounts labeled as “Changes in MSR asset fair value due to modeled
amortization,” including the assumptions us ed.
 On a related note, i t appears that you began using the term “modeled
amortization” to refer to your modeled servicing portfolio runoff (or time decay)
beginning in 2011.  Please confirm that this line item represents the
collection/realization of servicing cash flows over time and clarify whether a
prepayment assumption is built into this number or quantified separately.  Please
also revise your future filings to clarify your use of the term “modeled
amortization” as we note this term  may be confusing to readers given that you
have elected to account for your MSRs using the fair value measurement method
as opposed to the amortization method pursuant to ASC 860 -50-35-1.
 We note that the line item “Other changes in valuation due to inpu ts and
assumptions” represents the aggregate impact of changes in model inputs and
assumptions (including costs to service, home prices, mortgage spreads, ancillary
income, and assumptions used to derive prepayment speeds) as well as changes to
the valuati on models themselves.  To the extent that there are multiple factors
affecting the valuation, and particularly when potentially offsetting changes in the
valuation occur, the amounts due to the various factors should be separately
discussed and quantified.   Please revise your future filings accordingly.
 Please revise your future filings to clarify where prepayment assumptions are
presented in your table.  For example, it would appear that the line item “Changes
due to market interest rates” would include th e impact of interest rate changes on
estimated prepayment speeds; however, it also appears that the “Other changes in
valuation due to inputs and assumptions” line item includes a component related
prepayment speed assumptions.  Clearly identify how the im pact of prepayment
speed assumptions is split between these two line items.

Marianne Lake
JPMorgan Chase & Co.
May 31, 2013
Page 4

 Form 10 -Q for Quarterly Period Ended March 31, 2013

Notes to Consolidated Financial Statements

Note 5 – Derivative instruments, page 109

6. We note that you have separately pres ented $18.8 billion of derivative receivables and
$16.5 billion of derivative payables in your tabular disclosure on pages 112 -113 and have
excluded such derivatives from your table on page 114.   Your basis for excluding these
derivatives from your gross d erivatives balances is somewhat unclear given that you refer
to these as “derivative receivables/payables not nettable under U.S. GAAP”.   Your
disclosure preceding the tables on pages 112 -113 indicates that these derivatives have
been separately presented due to the fact that legal opinions have not been either sought
or obtained.   Please clarify whether the lack of a legal opinion means that the master
netting agreements are not “enforceable” and therefore such derivatives are not within the
scope of the g uidance of ASC 210 -20-50-1(d).   If so, please revise your disclosure in
future filings to clarify this fact and describe any common features or counterparties to
these types of derivative contracts where you do not have “enforceable” master netting
arrange ments.   If the master netting agreements have been determined to be legally
enforceable but the amounts have not been netted in the financial statements because
other GAAP requirements have not been met, please tell us  why these amounts have not
been inclu ded in the amounts required to be disclosed by ASC 210 -20-50-3(a) and
(c).   As a related matter, please tell us how you considered the guidance in paragraphs
15-16 of ASC 210 -20-55 which requires the information in ASC 210 -20-50-3(c) – (e) to
be grouped b y type of instrument or by counterparty since your disclosure on page 114
appears to provide this disclosure on an aggregate basis.

Note 12 – Securities financing activities, page 127

7. Consistent with comment 6 above, it appears that you have excluded cer tain amounts that
were not netted in your financial statements from the beginning “net asset/liability
balance” in the tables on the bottom of pages 127 -128.  Your disclosure indicates that
$11.0 billion in resale agreements and $9.9 billion in repurchase agreements were
excluded from these disclosures as such agreements were “not nettable under U.S.
GAAP”.   Again it is not clear whether you have determined that these instruments are not
within the scope of the guidance in ASC 210 -20-50-1(d) since they are not subject to
legally enforceable master netting arrangements, or whether they have been excluded
simply because they do not meet other GAAP offsetting requirements.    Please clarify
your basis for us, and to the extent that the exclusion is due to the fa ct that you have not
determined they are subject to legally enforceable master netting arrangements, please
tell us whether there are any common features or counterparties to these types of
contracts which are not subject to “enforceable” master netting ar rangements.

Marianne Lake
JPMorgan Chase & Co.
May 31, 2013
Page 5

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from  taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Angela Connell at (202) 551 -3426  or Kevin W. Vaughn, Accounting
Branch Chief, at (202) 551 -3494 if you have questions regarding comments on the financial
statements and related matters.  Please contact Celia Soehner at (202) 551 -3463 or me at (202)
551-3675 with any othe r questions.

Sincerely,

 /s/ Suzanne Hayes
Suzanne Hayes
Assistant Director

April 30, 2013

Via E -mail
Marianne Lake
Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017

Re: JPMorgan Chase & Co.
 Preliminary Proxy Statement on Schedule 14A
 Filed March 22, 2013
File No. 001 -05805

Dear Ms. Lake:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action  with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsib le for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Su zanne Hayes
Suzanne Hayes
Assistant Director

CORRESP
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		4-1-2013 SEC Comment Letter

Page 1

April 5, 2013

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.

Preliminary Proxy Statement on Schedule 14A

Filed March 22, 2013

File No. 001-05805

Dear Ms. Hayes:

We are in receipt of the letter dated April 1, 2013 to Marianne Lake, Executive Vice President and Chief Financial Officer of JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”), from the staff (the “Staff”) of the Securities 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.

Preliminary Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 16

Long-standing recovery provisions, page 27

1.      Please refer to comment 8 of our prior letter to you dated July 25, 2012. Please explain why you have not included the disclosure proposed in your response letter dated August 8, 2012, or amend your proxy statement to include the substance of such disclosure.

The disclosure proposed in the response letter dated August 8, 2012 was inadvertently not included in the Firm's Preliminary Proxy Statement.  The Firm will provide the following disclosure in its Final Proxy Statement immediately above the caption “Protection-based vesting”:

"Issues that may give rise to recovery determinations may be raised at any time, including in meetings of the Firm's risk committees, annual assessments of employee performance and when Tier I employees resign or their employment is terminated by the Firm. A formal, discretionary compensation review would occur following a determination that the cause and materiality of a risk related loss, issue or other facts and circumstances warranted such a review, and in the circumstances set forth under the protection-based vesting provisions described below. The Compensation & Management Development Committee is responsible for determinations with respect to Operating Committee members (subject to ratification by

Page 2

the Board of Directors for determinations with respect to the CEO) and has delegated authority for determinations with respect to other employees to the Director of Human Resources. The Director of Human Resources would make such determinations based on reviews and recommendations made by a committee generally composed of the Firm's senior Risk, Human Resources, Legal and Financial officers and the chief executive officer of the line of business for which the review was undertaken."

Protection-based vesting, page 27

2.     We note that in 2012 you added protection-based vesting provisions that may result in the cancellation of awards in the event of certain conditions, including because a “Line of Business Financial Threshold” was not met. To the extent that a named executive officer exercises direct or indirect responsibility for a line of business subject to such thresholds, please provide quantitative disclosure of the threshold amounts.

The Firm will provide the following disclosure of the threshold amounts in its Final Proxy Statement:

“For the Named Executive Officers, the annual Line of Business Financial Thresholds are:

Asset Management - annual negative pre-provision net income;

Corporate & Investment Bank (“CIB”) - Annual negative pre-provision net income for CIB overall and/or annual negative revenues, excluding DVA, for any of seven specified businesses within CIB, as set forth in the executive's award agreement;

Chief Investment Office (“CIO”) - annual trading loss in the mark-to-market portfolios in excess of $1.5 billion; and in

Corporate Functions (other than CIO) - annual negative pre-provision net income of the Firm.”

****************

This is to acknowledge that (i) the Firm is responsible for the adequacy and accuracy of

the disclosure in its filings; (ii) Staff comments or changes to disclosure in response to Staff

comments do not foreclose the Commission from taking any action with respect to the filings;

and (iii) the Firm may not assert Staff comments as a defense in any proceeding initiated by the

Commission or any person under the federal securities laws of the United States.

If you have any questions or request any further information, please do not hesitate to

contact me.

Yours Sincerely,

/s/ Marianne Lake

           Marianne Lake

            Chief Financial Officer

April 1, 2013

Via E -mail
Marianne Lake
Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017

Re: JPMorgan Chase & Co.
 Preliminary Proxy Statement on Schedule 14A
 Filed March 22, 2013
File No. 001 -05805

Dear Ms. Lake:

We have limited our review of your filing to those issues we have addressed in the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Preliminary Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 16

Long -standing recovery provisions, page 27

1. Please refer to comment 8 of our prior letter to you dated July 25, 2012.  Please explain
why yo u have not included the disclosure proposed in your response letter dated
August 8, 2012, or amend your proxy statement to include the substance of such
disclosure.

Protection -based vesting, page 27

2. We note that in 2012 you added protection -based vestin g provisions that may result in the
cancellation of awards in the event of certain conditions, including because a “Line of

Marianne Lake
JPMorgan Chase & Co.
April 1, 2013
Page 2

 Business Financial Threshold” was not met.  To the extent that a named executive officer
exercises direct or indirect responsibility  for a line of business subject to such thresholds,
please provide quantitative disclosure of the threshold amounts.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respec t to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Celia Soehner at (202) 551 -3463 or me at (202) 551-3675 with  any
questions.

Sincerely,

 /s/ Suzanne Hayes
Suzanne Hayes
Assistant Director

CORRESP
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March 7, 2013

VIA EDGAR AND E-MAIL

Ms. Amy M. Starr

Chief

Office of Capital Markets Trends

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

JPMorgan Chase & Co.

424 Prospectuses relating to Registration Statement on Form S-3ASR

Filed November 14, 2011

File No. 333-177923

Dear Ms. Starr:

We are in receipt of the letter dated February 21, 2013 (the “2013 Comment Letter”) to the undersigned from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding your review of offerings of JPMorgan Chase & Co.’s (the “Issuer”) Global Medium-Term Notes, Series E (“Notes”) that are registered under the Securities Act of 1933, as amended, under the Registration Statement on Form S-3ASR (File No. 333-177923) filed on November 14, 2011.

We acknowledge the comments set forth in the 2013 Comment Letter and in the related letter to the undersigned from the Staff dated April 12, 2012 (the “2012 Comment Letter”).  We intend to comply with those comments in future filings beginning in April 2013.  With respect to the open architecture distribution channels (as described in our letter to you dated May 1, 2012), we intend to comply with those comments in future filings as soon as practicable.  Compliance with respect to open architecture distribution channels will require agreement among market participants.  This process may lead to varying disclosure approaches in order to comply with the 2013 Comment Letter and the 2012 Comment Letter.

This is to acknowledge that (a) the Issuer is responsible for the adequacy and accuracy of the disclosure in the filings, (b) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and (c) the Issuer may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

JPMorgan Chase & Co. •  270 Park Avenue, New York, New York 10017

Tel: 212 270 6000

page 2

If you have any questions or request any further information, please do not hesitate to call or email the undersigned at (212) 270-7122 or anthony.horan@chase.com.

Very truly yours,

/s/ Anthony J. Horan

Anthony J. Horan

Senior Vice President, Corporate Secretary

JPMorgan Chase & Co.

cc:

Raquel Fox, Division of Corporation Finance, Securities and Exchange Commission

February 27 , 2013

Via E -mail
Marianne Lake
Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017

Re: JPMorgan Chase & Co.
 Form 10 -K for Fiscal Year Ended December 31, 2011
 Filed February 29, 2012
File No. 001 -05805

Dear Ms. Lake:

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who ar e responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Suzanne H ayes
 Suzanne Hayes
Assistant Director

February 21, 2013

Via E -mail
Anthony J. Horan
Corporate Secretary
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

Re: JPMorgan Chase & Co.
424 Prospectuses relating to Registration Statement on Form S -3ASR
Filed November 14, 2011
File No. 333-177923

Dear Mr.  Horan :

We have reviewed certain of your prospectus supplements for structured note offerings
and your response s to our letter dated April 12, 2012  and considered our subsequent discussions
with you.  We  have a number  of comments  that we have identified below .  Please respond to this
letter within ten business days confirm ing to us that you will comply with our comments  in this
letter and in our prio r letter  in your future prospectus supplements or explaining why you believe
the comment is not appropriate .  Please note that it is possible that we may have additional
comments  on the prospectus supplements you file in the future .

Pricing and Value of Structured Notes

We believe that, similar to the requirements of Regulation S -K Items 201, 501, and 505
for equity securities, the method by which the price of the structured note being offered is
determined through evaluation of its components and the v alue of such components should be
described, particularly since the price and value of the structured note are not readily
determinable from public information regarding your outstanding debt obligations.  In our
discussions, you have described the compone nts of the public offering price of the structured
note and the issuer’s or its affiliates’ estimate of the value of the structured note.  Since you or
your affiliates  develop these valuations, we believe that it is important for investors to
understand th e difference between the original issue price of a structured note and its value as
estimated by you or your affiliate  in structuring the note and determining its pricing (the
“issuer’s valuation”).

Anthony J. Horan
JPMorgan Chase & Co.
February 21 , 2013
Page 2

 Issuer’s Valu ation

In order to clarify the disclosure for investors about the pricing and market value of the
securities, w e believe you should prominently disclose, together with the price of the structured
note as required by Item 501 of Regulation S -K, the issuer’s valuation  of the structured no te on
the cover page of the prospectus.  We believe that investors should be able to understand the
difference between the issuer’s valuation and the original issue price that they are paying for the
structured note.  In order for investors to understand t his difference in a clear manner , we believe
the issuer’s valuation that is disclosed should not include hedging costs (except in one limited
circumstance described below), underwriting discounts or commissions and other transaction
costs.   In a typical st ructured note offering, we believe that t he disclosed  issuer’s valuation
should consist of a single number that is comprised of the sum of the issuer’s valuation of the
two components  of the structured note: (1) the fixed income bond and (2) the embedded
derivative (s).  As discussed below, information about hedging and other costs also may be
disclosed.
You may use n arrative disclosure  to explain how you derive the issuer’s valuation  of the
structured note.   For instance, if you include narrative disclosur e, you could disclose that the
issuer’s valuation is determined by using internal pricing models .  In that case, it may be
appropriate to narratively describe the pricing models and the relevant inputs and assumptions
used in such models.  As discussed bel ow, narrative disclosure should include a discussion of the
risks inherent in your valuation  methodology and related assumptions .

It is our understanding that t he value of the fixed income bond  component of the issuer’s
valuation  may reflect either (i) an interest rate that you determine you are willing to pay to issue
similar debt securities (known as an “internal funding rate”) or (ii) an interest rate that reflects
your secondary market credit spread s.  We understand that the internal fundi ng rate may
represent a discount from your secondary market credit spreads.  We have observed that issuers
typically use an internal funding rate in calculating the value of the fixed income bond in order to
account for higher issuance, operational and ong oing management costs of structured notes in
comparison to those costs for conventional fixed -rate debt, which is generally issued at an
interest rate that reflects secondary market credit spreads .  If the inter nal funding rate is used , we
believe that you  should include appropriate disclosure to describe how the use of an internal
funding rate, rather than secondary market credit spreads , impacts the issuer’s valuation of the
structured note.  In addition, we believe that you should discuss in appropriate risk factor
disclosure the risks that arise because this  difference affects the value of the structured note at
issuance as compared to the price of the structured note in the secondary market.
We have observed  that when issuers value the embedded derivati ve component , they use
valuation models that have  various inputs.   To develop these valuation models, issuers use traded

Anthony J. Horan
JPMorgan Chase & Co.
February 21 , 2013
Page 3

 market prices on comparable derivative instruments to derive the inputs for their embedded
derivative valuation models ( customarily cal led “mid -market inputs”).  These inputs can be used
to estimate the value of other embedded derivatives that offer terms s imilar to the comparable
traded derivative instruments.   For structured notes, issuers generally make adjustments to the
mid-market in puts to estimate the value of a n embedded  derivative that does not have an
observable market price .  Such inputs are generally determined in the same manner for financial
statement  reporting  purposes.   If you do not use mid -market inputs, we believe you should
disclose this fact, describe what you use, and  the risk that the embedded derivative is being
valued differently than other similar derivatives .

In addition, except in one limited circumst ance noted below, we believe the disclosed
valuation of the embedded derivative should not include “hedging costs” or other “transaction
costs” of you or your affiliates arising from the issuance of the notes.  We have observed that
some issuers may use on ly a bidding process with unaffiliated third parties rather than internal
pricing models to value the embedded derivative in the structured note .  If you do not bid  out the
pricing of the embedded derivative to an unaffiliated third party  or you use an int ernal pricing
model to value the embedded derivative for any reason , the value of the embedded derivative
should not include  any hedging and other transaction costs  of you or your affiliates .  These costs
should not be included because they are costs to yo u as the issuer separate from the value of the
embedded derivative component.  If you (i)  bid out the pricing of the embedded derivative to an
unaffiliated third party as the sole method of valuing the embedded derivative,  (ii) do not use any
internal pric ing model to value the embedded derivative for any reason and (iii) disclose in your
prospectus that you will engage in the derivative transaction with such unaffiliated third party,
then you may use the unaffiliated third party’s bid for valuing the embed ded derivative .  We
understand that the unaffiliated third party’s bid  may already include their hedging costs.   In this
limited  circumstance, your disclosure should indicate that the issuer’s valuation includes the
unaffiliated third party’s estimated hed ging costs as part of its bid price for the embedded
derivative .

Other Costs or Amounts

In addition to the disclosure of the issuer’s valu ation , we believe that as part of your
pricing disclosures you  should include narrative disclosure to explain (i) the fees, costs and other
amounts that you add to the issuer’s valu ation  to calculate the original issue price of the
structured notes and (ii) whether those amounts received from investors are used or retained by
you or  an affiliate .  As appropriate, you may quantify such disclosed fees, costs and other
amounts.

Anthony J. Horan
JPMorgan Chase & Co.
February 21 , 2013
Page 4

 Timing

Consistent with Securities Act Rule 159, w e believe that information about the issuer’s
valuation  should be conveyed to investors prior  to the time of sale so that  they can make an
informed investment decision.  If the structured notes are marketed using a preliminary
prospectus  or preliminary term sheet, and you use a range of the initial offering price or pricing
terms of the structured notes in such materials, th en we understand you may also have developed
a range of the issuer’s valuation  of the structured notes , which also should be disclosed .  In
addition , you should provide sufficient disclosure in the preliminary prospectus or preliminary
term sheet so that investors can assess the correlation between the range of the original issue
price and the range of the issuer’s valuation .

Risk Factors

Depending upon the facts and circumstances of a particular offering, the p rospectuses for
your structured note offerin gs may need to include risk factor disclosure1 relating to the pricing
and valuation of the structured notes , as applicable, including:

 the risk that the  issuer’s valu ation  will be less than the original issue price ;
 risks arising from the fact that the embedded derivative is not valued using mid -market
inputs ;
 risks to the effect that the use of an internal funding rate, rather than secondary market
credit spreads, may result in a value of the structured note at issuance that is different
from the price of the structured note in the secondary market;
 the risk that secondary market prices will likely be lower than the original issue price
because secondary market prices (i) take into account your secondary market credit
spreads and (ii) exclude your costs  of hedging your obligation on the notes, underwriting
discounts and commissions and other transaction costs ;
 any risks arising from the manner in which customer account statement values after
issuance are determined and why these values may be temporaril y higher than the
secondary market values of the notes;
 the factors that may affect secondary market prices such as changes in market conditions,
your creditworthiness, and customary bid/ask spreads for similarly sized trades; and
 any conflicts of interest  arising from the determination of the structured note price, the
issuer’s valuation, or the sale of the structured notes by an affiliate of the issuer.

1  See Item 503 of Regulation S -K.

Anthony J. Horan
JPMorgan Chase & Co.
February 21 , 2013
Page 5

 Secondary M arket

We note that prospectuses disclose that the issuer or its affiliates  may, but are not
obligated to, make a secondary market in the structured notes.  We have observed that
immediate ly following the issuance of structured  notes, where there is disclosure that issuers or
their affiliates may repurchase the notes, the price at which the issuer or its affiliates  may
initially repurchase structured notes may exceed the issuer’s valuation, the secondary market
price of the notes , and the value of these notes on customer account statements.  We understand
that this temp orary difference may occur because the repurchase price may include
“reimbursement ” of (i) amounts that the issuer will not be using to hedge its future exposures on
the notes, and (ii) other amounts that  the issuer  added to the issuer’s valuation  to deter mine  the
price of the notes  at initial issuance.

If applicable, w e believe that you should disclose why  the price at which you  or your
affiliates may  initially repurchase the notes may exceed the secondary market price for the notes.
We also believe tha t you should disclose whether investors will always receive a higher
repurchase price immediately after the issuance of the notes or whether it is discretionary.
Further, since the  time period  for the temporary price difference  is typically determined at the
time of the  initial pricing of the notes, you should disclose such time period  and the reason for
choosing the time period .  We have observed that sometimes this time period is referred to as an
“amortization” period.  However, we believe this terminol ogy may confuse investors.  Instead,
we believe you should use clear disclosure to explain to investors the reason for the potential
temporary difference between the repurchase price, the issuer’s valuation, the secondary market
price, and if applicable, t he value on customer account statements.

If you have any questions regarding these comments, please contact me or Raquel Fox at
(202) 551 -3860.

  Sincerely,

  /s/ Amy Starr
  Amy Starr
Chief
Office of Capital Markets Trends
Division of Corporation F inance

CORRESP
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		2-15-13 SEC Comment Letter (Redacted)

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 1

February 20, 2013

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, 2011

Filed February 29, 2012

Form 10-Q for Fiscal Quarter Ended March 31, 2012

Filed May 10, 2012

Form 10-Q for Fiscal Quarter Ended September 30, 2012

Filed November 8, 2012

Response dated December 3, 2012

File No. 001-05805

Dear Ms. Hayes:

We are in receipt of the letter dated February 15, 2013 to Marianne Lake, 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.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 2

Form 10-Q for Fiscal Quarter Ended March 31, 2012

Notes to Consolidated Financial Statements, page 90

Note 3 – Fair Value Measurement, page 91

1.     We note your response to prior comment 4 of our letter dated November 7, 2012. Please tell us whether as of March 31, 2012 any positions in the Chief Investment Office (CIO) synthetic credit portfolio were found to have been valued at an amount that was outside of the bid-offer spread, and if so, quantify the amount that was outside of the spread. Please also tell us whether you performed a similar analysis as of December 31, 2011 or earlier periods, and if so quantify the amount that was outside of the spread. Lastly, tell us whether you performed any procedures to evaluate the sensitivity of the pricing variance thresholds utilized by CIO Valuation Control Group (VCG) as of December 31, 2011 and whether, as a result of these procedures, you believe that the front office marks could have been outside of the bid-ask spread but still within the acceptable VCG range such that the fair value of the CIO synthetic portfolio could have been materially misstated.

[Redacted]

2.     We note your responses to prior comments 11, 13, and 21 from our letter dated July 25, 2012 where you discuss, in part, the liquidity of the CIO synthetic credit portfolio, the valuation process for those instruments, and the fact that they are all classified as Level 2 instruments in the fair value hierarchy. Please respond to the following:

•Tell us the percentages of on-the-run and off-the-run synthetic credit instruments that were priced based on or validated with observable pricing sources as of December 31, 2011, March 31, 2012, and December 31, 2012.

For each of the positions held in the CIO synthetic credit portfolio  (including the positions transferred from CIO to the Firm's Corporate and Investment Bank ("CIB") on July 2, 2012), consensus pricing information was available from Markit or Totem as of December 31, 2011, March 31, 2012, and December 31, 2012.

[Redacted]

•Please identify and quantify the extent of the sources used (such as Markit and Totem noted in response to prior comment 13), and explain in further detail how each source functioned with respect to these instruments. As part of your response, please provide an indication of the volume of transactions that these pricing sources were able to look to in order to develop a price for these instruments.

Markit and Totem provide consensus mid-market price information for index credit derivatives and tranche index credit derivatives, respectively (in addition to other products), using submissions from major dealers. While the Firm understands that the exact procedures used may

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 3

vary somewhat by product, for the positions in the synthetic credit portfolio, the Firm understands that Markit and Totem collect estimates of a mid-market price from major dealers, and first "clean" the data submissions by removing any submissions that appear to be outliers.  Then, certain high and low submissions (depending on the product and number of submissions) are ignored and the average of the remaining submissions is reported as the "consensus" mid-market estimate. Consistent with most other market quotation processes, the dealer submission is not documented as an "executable" quotation, but represents a good-faith estimate by that dealer of the current mid-market price or spread, based on all of the market information available to that dealer, including the dealer's own transaction data. [Redacted]

Appendix A provides an indication of the volume of transactions that market participants were able to look to in order to develop a price for these instruments.  [Redacted]

•Discuss whether there were any changes in the level of the validating information available at June 30, 2012 or September 30, 2012.

The level of information available from Markit, Totem, and ICE (i.e. the number of data submissions and general process used) at June 30, 2012 and September 30, 2012 was generally consistent with prior periods.

•Tell us whether any CIO synthetic credit portfolio positions were priced using non-binding quotes, and if so, quantify the value of those positions at each respective balance sheet date as noted above. As part of your response, please tell us the corroborating information you considered in concluding that these positions fell within Level 2 of the fair value hierarchy, and confirm whether such corroborating evidence was available for all these positions.

The information from Markit and Totem available to validate positions in the synthetic credit portfolio is based on non-binding quotes, which is consistent with most other dealer quotes available in the market.  A portion of the index swaps in the portfolio are cleared through ICE. The values used by ICE for collateral posting are derived from executable quotations submitted by each participating dealer.  [Redacted]

The Firm's conclusion that these positions fell within Level 2 of the fair value hierarchy was based on the following factors, which were true/available for each of the positions in the synthetic credit portfolio, except as noted below:

•

 there were a substantial number of contributors to Markit and Totem. A substantial number of contributors generally indicates a higher number of dealers participating in the market for those positions and therefore a higher degree of confidence regarding the market consensus price.

•

 the positions were market-standard transactions, rather than bespoke or individually negotiated transactions.  Market standard transactions have multiple market-makers (i.e.,

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 4

dealers that stand ready to buy and sell positions), as opposed to bespoke transactions, which are individually negotiated by two counterparties and are therefore less likely to be traded by multiple dealers.

•

 market transactions were occurring in the market with at least some regularity.  Due to this market flow, dealer price observations are informed by actual market activity, rather than based solely on hypothetical modeled values. [Redacted]

Note 24 – Business Segments, page 163

3.     We note your response to prior comment 19 of our letter dated July 25, 2012. In your response you state that any difference between a reporting unit’s net assets (considering its identified/attributed assets and liabilities) and its allocated equity represents an intercompany funding asset and/or liability. Please quantify and describe the significant assets and liabilities that are recorded in your Corporate/Private equity segment and tell us in more detail how you considered the guidance in ASC 350-20-35-7 in determining that you were not required to specifically allocate those assets and liabilities to your reporting units.

The Firm's Corporate/Private Equity segment comprises Private Equity (which is a separate reporting unit for goodwill impairment testing purposes), Treasury, CIO, and Other Corporate, which includes corporate staff units and expense that are centrally managed.

The Firm's reporting units include assets and liabilities that meet two conditions: 1) the assets are employed in and liabilities relate to the operations of those reporting units, and 2) the assets and liabilities are considered in determining the fair value of the reporting unit. In other cases, corporate-level assets and liabilities that relate to several or all of the reporting units are not assigned to specific reporting units; however, the use of these assets and liabilities by reporting units are reflected, where appropriate, in intercompany charges to the Firm's reporting units. These intercompany charges are considered in the future cash flows used to determine the fair value of the Firm's reporting units.

In addition to the intercompany funding liabilities and assets (which for the Corporate segment were a net intercompany liability of approximately $260 billion at December 31, 2012), the most significant assets and liabilities on the Firm's consolidated balance sheet recorded in the Corporate segment (and not in a separate reporting unit for goodwill impairment testing purposes) were as follows as of December 31, 2012 (in billions):

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Page 5

Item

 Purpose

 Balance

Assets:

Investment Securities

 Investments to achieve asset-liability management objectives

 $

 385

Cash & Cash Equivalents

 Liquidity management

 130

Fed funds sold and securities borrowed

 Liquidity management

 115

BOLI/COLI Investments

 Investments made by the Firm to help offset future post-employment costs related to benefits that the Firm provides its employees.

 17

Property, Plant and Equipment

 General purpose corporate real estate assets

 12

Deferred tax assets

 Deferred tax benefits related to temporary differences and net operating losses/tax credit carryforwards

 11

Miscellaneous Other Assets

 Other receivables, investments and pre-paids

 10

Liabilities:

Long-Term Debt / Preferred Stock

 Financing for general corporate purposes

 260

Short-Term Financing

 Financing for general corporate purposes

 85

Accrued / Other Liabilities

 Liabilities not specifically allocated to the reporting units.

 33

The Firm acknowledges that ASC 350-20-35-7 requires that deferred tax assets related to temporary differences be allocated to its reporting units for goodwill impairment testing purposes.  The Firm has not historically documented this allocation to its reporting units in its goodwill impairment testing.

[Redacted]

For its goodwill impairment testing in future periods, the Firm will formally consider, in the fair value and carrying value of its reporting units, the allocation of the deferred tax assets related to temporary differences to its reporting units.

4.     Describe any reconciling procedures you perform to conclude that the establishment of intercompany funding assets and liabilities based on assumed terms (e.g., interest rates, maturities) is consistent with the terms of the actual assets and liabilities you held. Please tell us how you determine whether there are differences between the actual fair values of the assets and liabilities that are allocated from the Corporate/Private Equity segment and the fair values of those same assets and liabilities based on the assumed terms you included in your intercompany funding assets and liabilities.

The Firm's transfer pricing methodology seeks to fully allocate the Firm's cost of funding to the lines of business.  Corporate Treasury seeks to achieve this objective in two steps:

•

 First, each asset originated or acquired by a line of business is assessed a cost of funding, and each liability generated by a line of business receives a funding credit.  The rates

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Page 6

used for these are determined individually for each asset and liability based on the duration and characteristics of the asset or liability and reflect a cost of funds based on one-month libor (consistent with Treasury's asset-liability management objectives), converted/swapped to a fixed rate to reflect the duration of each asset or liability. These funding charges are determined on a daily basis (upon origination or acquisition of the asset or liability) using market observable rates.

•

 Second, on a monthly basis, the additional costs of the Firm's funding (costs involved in issuing third party debt, including credit spreads) are allocated down to each line of business.

In addition, the Firm performs a monthly reconciliation of its third party funding costs against the results of its transfer pricing methodology in order to monitor any net residual amount and ensure that the allocations are recalibrated as necessary.  By ensuring that the terms from the Firm's third party funding liabilities are reflected in the terms (in aggregate) of the Firm's intercompany funding, the Firm believes that the cash flows and fair values of those items are appropriately aligned, and that the line of business results reviewed by management incorporate the relevant cost of funding.

In addition to this funds transfer pricing methodology, the Firm seeks to charge each line of business for the use of corporate assets such as technology and real estate, as well as other

corporate functions.  These corporate assets and functions are generally allocated to each reporting unit based on the Firm's actual cost.  The Firm's transfer pricing methodology is designed to ensure that the line of business results reflect the line of business' cost of operations assuming the line of business were a standalone entity, reflecting the costs of real estate and other corporate level resources used by that line of business. Therefore, the Firm believes that the cost of such using such assets or resources are already appropriately considered in the determination of fair value of each reporting unit in step 1 of the Firm's goodwill impairment testing process.

The fair values of the assets and liabilities of a reporting unit would need to be estimated if the Firm were to proceed to step 2 of the goodwill impairment test.  The fair value of the intercompany funding would be estimated by comparing its contractual rates and terms to then-current market rates and terms. Because the rates and terms of the intercompany funding are aligned with the Firm's third party funding liabilities as described above, the Firm believes that their fair values would move in tandem. Further, as described above, the use of other corporate assets by the lines of business is already adequately reflected in the cash flows of the lines of business used to estimate the fair value of the lines of business and the Firm has not experienced a situation where there has been a material decline in fair value of a corporate-level asset that was relevant to a step 2 test performed by the Firm.

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Page 7

Form 10-Q for Fiscal Quarter Ended September 30, 2012

Market Risk Management – Value-at-risk, page 96

5.     We note your disclosure on page 98 that during the third quarter of 2012 you applied a new V

February 15, 2013

Via E -mail
Marianne Lake
Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017

Re: JPMorgan Chase & Co .
 Form 10 -K for Fiscal Year Ended December 31, 2011
 Filed  February 29, 2012
Form 10-Q for Fiscal Quarter Ended March 31, 2012
Filed May 10, 2012
Form 10 -Q for Fiscal Quarter Ended September 30, 2012
Filed November 8, 2012
Response dated December 3, 2012
File No. 001 -05805

Dear Ms. Lake :

We have reviewed your filing s and response letter dated December 3, 2012  and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to thi s letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and  circumstances , please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10 -Q for Fiscal Quarter Ended March 31, 2012

Notes to Consolidated Financial Statements , page 90

Note 3 – Fair Value Measurement, page 91

1. We note your response to prior comment 4 of our letter dated November 7, 2012.  Please
tell us whether as of March 31, 2012 any positions in the Chief Investment Office ( CIO)
synthetic credit portfolio were found to have been valued at an amount t hat was outside
of the bid -offer spread, and if so, quantify the amount that was outside of the spread.
Please also tell us whether you performed a similar analysis as of December 31, 2011 or

Marianne Lake
JPMorgan Chase & Co.
February 15, 2013
Page 2

 earlier periods, and if so quantify the amount that was outside  of the spread.  Lastly, tell
us whether you performed any procedures to evaluate the sensitivity of the pricing
variance thresholds utilized by CIO Valuation Control Group ( VCG ) as of
December 31, 2011 and whether, as a result of these procedures, you be lieve that the
front office marks could have been outside of the bid -ask spread but still within the
acceptable VCG range  such that the fair value of the CIO synthetic portfolio could have
been materially misstated.

2. We note your responses to prior comments 11, 13,  and 21 from our letter dated
July 25, 2012 where you discuss, in part, the liquidity of the CIO synthetic credit
portfolio, the valuatio n process for those instruments , and the fact that they are all
classified as Level 2 instruments in the fair value hierarchy.   Please respond to the
following:

 Tell us the percentages of on -the-run and off -the-run synthetic credit instruments that
were priced based on or validated with  observable pricing sources as of
December 31, 2011, March 31, 2012, and December 31, 2012.

 Please identify and quantify the extent of the sources used (such as Markit and Totem
noted in response to prior comment 13), and explain in further detail how each source
functioned with respect to these instruments.   As part of your response, please
provide an indication of the volume of transactions that these pricing sources were
able to look to in order to develop a price for these instruments.

 Discuss whet her there were any changes in the level of the validating information
available at June 30, 2012 or September 30, 2012.

 Tell us whether any CIO synthetic credit portfolio positions were priced using non -
binding quotes, and if so, quantify the value of tho se positions at each respective
balance sheet date as noted above.   As part of your response, please tell us the
corroborating information you considered in concluding that these positions fell
within Level 2 of the fair value hierarchy, and confirm whethe r such corroborating
evidence was available for all these positions.

Note 24 – Business Segments, page 163

3. We note your response to prior comment 19 of our letter dated July 25, 2012.  In your
response you state that any difference between a reporting  unit’s net assets (considering
its identified/attributed assets and liabilities) and its allocated equity represents an
intercompany funding asset and/or liability.  Please quantify and describe the significant
assets and liabilities that are recorded in your Corporate/Private equity segment and tell
us in more detail how you considered the guidance in ASC 350 -20-35-7 in determining
that you were not required to specifically allocate those assets and liabilities to your
reporting units.

Marianne Lake
JPMorgan Chase & Co.
February 15, 2013
Page 3

 4. Describe any recon ciling procedures you perform to conclude that the establishment of
intercompany funding assets and liabilities based on assumed terms (e.g., interest rates,
maturities) is consistent with the terms of the actual assets and liabilities you held.  Please
tell us how you determine whether there are differences between the actual fair values of
the assets and liabilities that are allocated from the Corporate/Private Equity segment  and
the fair values of those same assets and liabilities based on the assumed te rms you
included in your intercompany funding assets and liabilities

Form 10 -Q for Fiscal Quarter Ended September 30, 2012

Market Risk Management – Value -at-risk, page 96

5. We note your disclosure on page 98 that during the third quarter of 2012 you applied a
new Value at Risk (“VaR”) model to calculate VaR for the synthetic credit portfolio, and
that this new model resulted in a reduction in average total VaR of $36 million for the
three months ended September 30, 2012.  Please revise your disclosure  in future filings to
explain how the new model differs from your previous model, including a discussion of
any changes made to key model characteristics, assumptions and parameters.  Please also
explain to us how the new model was validated.

Please conta ct Angela Connell at (202) 551 -3426  or Kevin W. Vaughn, Accounting
Branch Chief, at (202) 551 -3494 with any other questions.

Sincerely,

 /s/ Kevin W. Vaughn for

Suzanne Hayes
Assistant Director

CORRESP
1
filename1.htm

		11-7-2012 SEC Comment Letter (Redaction)

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 1

December 3, 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, 2011

Filed February 29, 2012

Form 10-Q for Fiscal Quarter Ended March 31, 2012

Filed May 10, 2012

Forms 8-Ks Filed July 13, 2012

Form 10-Q for Fiscal Quarter Ended June 30, 2012

Filed August 9, 2012

File No. 001-05805

Dear Ms. Hayes:

We are in receipt of the letter dated November 7, 2012 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 the Fiscal Year Ended December 31, 2011

Item 9A:  Controls and Procedures, page 20

1.We note your response to prior comment two of our letter dated July 25, 2012 where you indicated that there was a material difference in the size and characteristics of the synthetic credit portfolio during the first quarter of 2012. As part of your analysis of the overall effectiveness of the design of the controls, including your evaluation of the severity of the control deficiencies identified, please tell us whether you considered both the potential size and complexity

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Page 2

and the related volume of activity that reasonably could have occurred in 2011 and the activity that was expected in future periods. For example, refer to the section of the Commission's Guidance Regarding Management's Report on Internal Control Over Financial Reporting (http://www.sec.gov/rules/interp/2007/33-8810.pdf) related to evaluation of control deficiencies that indicates that you should consider the volume of activity in the class of transactions exposed to the deficiency that has occurred in the period, or that is expected in future periods. In this regard, we note that it would appear that this volume of activity, and the likelihood that it could have occurred as of December 31, 2011, or was expected to occur in future periods, should be considered in evaluating whether the design of your controls was effective as of December 31, 2011.

The Firm assesses the effectiveness of its internal controls over financial reporting (“ICFRs”) based upon the COSO framework. The Firm's process for assessing its ICFR is a “top-down” risk-based approach, which is designed to identify key financial reporting controls that, if not designed appropriately or if not operating effectively, may result in a material misstatement of the Firm's financial statements.

As part of the Firm's assessment of the overall effectiveness of the design of its internal controls over financial reporting, the Firm considered the potential size, complexity and volume of activity that reasonably could have occurred in CIO at year-end 2011 and that was expected to occur in future periods.  The Firm concluded that the design of the CIO valuation control process was appropriate at December 31, 2011 and March 31, 2012, but that a material weakness existed in the operating effectiveness of the VCG process as of March 31, 2012. Further, the Firm concluded that the significance and nature of the changes in CIO's synthetic credit portfolio during the first quarter of 2012 could not have been reasonably expected in December 2011.

[Redacted]

2.     Additionally, please tell us whether you have identified any deficiencies as of

December 31, 2011, March 31, 2012, or June 30, 2012 in the risk assessment component of your controls related to timeliness of identifying and addressing new or changed financial reporting risks. Please also describe how you evaluated the severity of any such deficiencies.

The Firm did not identify deficiencies in the risk assessment component of the Firm's control framework regarding financial reporting risks at December 31, 2011, March 31, 2012 or June 30, 2012.

As noted in the Firm's response to the Staff's comment 1, although the Firm concluded that the design of the CIO valuation control process was effective, including as of March 31, 2012, the Firm did identify a material weakness in the operating effectiveness of the CIO valuation control process at March 31, 2012.  The Firm does not view the material weakness in the operating effectiveness as a risk assessment issue.  Rather, the Firm considers the finance supervision and engagement deficiency it noted to be an integral part and a key component of the CIO valuation control activity itself.

[Redacted]

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Requested by JPMorgan Chase & Co.

Page 3

Form 10-Q for Fiscal Quarter Ended March 31, 2012

Market Risk Management, page 73

Value-at-Risk, page 73

3.     We note your response to the sixth bullet point of prior comment 10 of our letter dated July 25, 2012 regarding the need for disclosure of certain model, assumptions, and parameter changes to your value-at-risk (VaR) models. Please clearly explain to us how you considered your disclosure obligations pursuant to Item 305(a)(4) of Regulation S-K for the VaR model change that occurred within CIO during the first quarter of 2012, and how you evaluated materiality for purposes of your conclusions in this instance. For example, please specifically discuss any quantitative or qualitative metrics you consider in assessing VaR model changes, and describe whether these factors change depending on the type of VaR model change being made. Also, as part of your response, please tell us whether you would consider any mathematical model change related to the calculation of market or credit risk that is required to be submitted to the Division of Trading and Markets for approval pursuant to Rule 15c3-1e(a)(8) as material for disclosure under Item 305(a)(4), if approval is ultimately granted. If not, please tell us the types of circumstances where you believe disclosure under Item 305(a)(4) would not be required.

Item 305(a)(4) of Regulation S-K requires disclosure in a registrant's Form 10-K or 10-Q regarding changes in a Registrant's VaR model if there have been changes in “key model characteristics, assumptions and parameters used in providing quantitative information about market risk” and “if the effects of any such change is material [emphasis added]".

The Firm monitors changes in its VaR models on a monthly basis for the Investment Bank and on a quarterly basis for its others lines of business (LOB) to assess whether any such changes would require disclosure under Item 305(a)(4).  With respect to the first quarter of 2012, the VaR models that were used to report VaR in the Firm's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (“2012 First Quarter 10-Q”) were the same models as those used to report VaR in prior quarters, including in the Firm's 2011 Annual Report on Form 10-K and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.  As was noted in footnote (c) on p. 73 of the 2012 First Quarter Form 10-Q, the methodology used to calculate CIO's VaR in the first quarter 2012 was consistent with the methodology used to calculate CIO's VaR in 2011 (as reported in the relevant quarterly and annual reports).1   Accordingly, although there was an interim change in the VaR model during the first quarter, that change had been reversed by the time the 2012 First Quarter 10-Q was filed.  As a result, the Firm believes there was no model change within the meaning of Item 305(a)(4), which applies to VaR as reported in annual and quarterly reports, and, in any event, there could not have been a “material” change in the context of the VaR as reported in the 2012 First Quarter 10-Q.

[Redacted]

Note 3 – Fair value measurement, page 91

4.     We note your response to comments 11 and 12 of our letter dated July 25, 2012 and have the following questions:

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Page 4

•

 We understand from your disclosure in your third-quarter Form 10-Q that the CIO valuation control group (VCG) typically establishes price testing thresholds. It is not clear how the acceptable range is defined, especially for instruments with a wide bid-offer range. Further, tell us how the VCG ensures that the range is sensitive enough that it is actually providing independent price verification. As part of your response, please clarify the process for reviewing the thresholds, including to whom the results of the analysis are reported, the factors that drive the thresholds, and how often the thresholds have changed over time.

With the exception of the most liquid exchange traded instruments, there is generally not one single estimate of fair value for a particular instrument to which all market participants would unanimously agree.  This is because market transactions occur in the normal course of business throughout a range (often the bid-ask spread); this market activity creates a range of reasonable fair values for any particular instrument. The Firm must apply judgment within such a range to identify an appropriate specific estimation of fair value.  The range of reasonable values is narrow (but not non-existent) for the most liquid instruments and generally increases as liquidity decreases.  The objective of pricing thresholds is to approximate the reasonable range of fair values for a particular instrument so that VCG can identify when a variance between a front office mark and external pricing information may not be appropriate because it is outside the range of reasonable fair values.

[Redacted]

•

 In your response to both comments 11 and 12, you have noted that the VCG will make valuation adjustments for various factors including the size of the net open risk position. Tell us which specific portfolio or positions you factor in the net open risk position.

JPMorgan Chase has elected to apply the portfolio exception to its market making derivative portfolios and related cash instruments within the IB line of business.

•

 You have noted in this response as well in response to our comment 21 that the VCG is independent of the trading function. However, you have also noted that the respective VCG groups are located within both the CIO and Investment Bank (IB). Please discuss and disclose in future filings the structure of the VCG groups within the various business lines, including its reporting structure in each line.

The Firm historically maintained a VCG in both the IB and CIO.  In both cases VCG was part of the respective IB/CIO Finance functions and reported directly to the respective IB/CIO Controller.  The  Controllers report to the respective IB/CIO CFOs, who each have dual reporting to the CFO of the Firm as well as to the IB Chief Executive Officer and the Firm's Chief Investment Officer, respectively.

In October 2012 the Firm combined the existing VCGs in CIO and IB  (including activities covering Mortgage Banking) into a single VCG. The combined VCG continues to be part of the Firm's Finance function and is managed and evaluated accordingly. In addition, the Firm established a firm-wide Valuation Governance Forum (VGF) comprising senior finance and risk executives to oversee the management of risks arising from valuation activities across the Firm. The firm-wide VGF is chaired by the firm-wide head of VCG, and also includes sub-forums for the Investment Bank, Mortgage Bank, and Corporate functions, including CIO.

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Page 5

The Firm will provide an expanded description of reporting lines of the combined VCG function in its 2012 Form 10-K.

•

 Separately for each CIO and IB, please explain the process when the front office's mark is outside of the VCG's acceptable range and identify the parties responsible for making the final determination of the mark to be used. Please clarify how and whether this information is communicated to the trader that posted the marks.

[Redacted]

The results of the independent price testing process are reported to individual traders on a monthly basis, either in person or via email.  This reporting includes all variances between front office marks and VCG independent marks and any resulting adjustments made by VCG.

5.     We note your response to comment 13 of our letter dated 25, 2012, and have the following questions:

•

 Your response indicates that you have applied liquidity adjustments to certain financial instruments. Please tell us amounts for your entire portfolio where you have made adjustments that are greater than 10% of the price or spread yet are still in Level 2.

[Redacted]

•

 Please reconcile the statement that there was enough market activity for these instruments to be considered Level 2 with your other statements about holding positions in indices that were not as liquid. Specifically address the extent to which you consider your own positions and your own transactions when assessing the level of market activity in a particular index.

When determining the classification of instruments within the fair value measurement hierarchy the Firm evaluates the type and source of market information available as well as the level of market activity. The classification within the fair value hierarchy is made by considering available market information for a particular instrument without regard to entity-specific information, such as the size of position held by the Firm.

[Redacted]

Note 24 – Business Segments, page 163

6.     We note your response to comment 19 from our letter dated July 25, 2012 regarding how the carrying values of your reporting units are determined for purposes of performing your goodwill impairment analysis. We are continuing to evaluate your response, and we may have further comment in the future.

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Page 6

Form 8-K filed July 13, 2012

Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, page 2

7.     We note your response to comments 21 and 23 from our letter dated July 25, 2012 and have the following comments:

•

 We understand that based on your review and analysis of emails, voice tapes, and interviews suggest trader intent to mark positions advantageously. It is not clear from your response exactly how this advantageous marking was being done. Please further describe how these positions were being marked advantageously.

[Redacted]

•

 Tell us the extent to which the traders were marking long positions and short positions incorrectly, but still within the bid-offer spread and within the VCG established thresholds.

When the Firm made its decision to restate its first quarter financials, the Firm determined to restate the positions in the entire synthetic credit portfolio to an objectively determined benchmark “mid” valuation, notwithstanding that the prior valuations were within the VCG established thresholds.   As noted in the Firm's response to the Staff's comment 4, the Firm does not believe that there is one single estimate of fair value for the positions in the s

Corrected Letter

November 7, 2012

Via E -mail
Douglas L. Braunstein
Executive Vice President and Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017

Re: JPMorgan Chase & Co.
Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 29, 201 2
Form 10 -Q for Fiscal Quarter Ended March 31, 2012
Filed May 10, 2012
Form 8 -Ks Filed July 13, 2012
Form 10 -Q for Fiscal Quarter Ended June 30, 2012
Filed August 9, 2012
File No. 001 -05805

Dear Mr. Braunstein :

We have reviewed your filings  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this le tter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   Where we have
requested changes in future filings, please include a draft of your proposed disclosures that
clearly ident ifies new or revised disclosures.  If you do not believe our comments apply to your
facts and circumstances , please tell us why in your response.

After reviewing the information you provide in response to these comments, including
the draft of your prop osed disclosures, we may have additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2011

Item 9A:  Controls and Procedures, page 20

1. We note your response to prior comment two of our letter dated July 25, 2012 where you
indicated that there  was a material difference in the size and characteristics of the
synthetic credit portfolio during the first quarter of 2012.  As part of your analysis of the

Douglas L. Braunstein
JPMorgan Chase & Co.
November 7, 2012
Page 2

 overall effectiveness of the design of the controls, including your evaluation of the
severity o f the control deficiencies identified, please tell us whether you considered both
the potential size and complexity and the related volume of activity that reasonably could
have occurred in 2011 and the activity that was expected in future periods.  For ex ample,
refer to the section of the Commission’s Guidance Regarding Management’s Report on
Internal Control Over Financial Reporting ( http://www.sec.gov/rules/interp/2007/33 -
8810.pdf) related to evaluation of control deficiencies  that indicates that you should
consider the volume of activity in the class of transactions exposed to the deficiency that
has occurred in the period, or that is expected in future periods.   In this regard, we note
that it would appear that this volume of activity, and the likelihood that it could have
occurred as of December 31, 2011, or was expected to occur in future periods, should be
considered in evaluating whether the design of your controls was effective as of
December 31, 2011.

2. Additionally, please tell us whether you have identified any deficiencies as of
December 31, 2011, March 31, 2012, or June 30, 2012 in the risk assessment component
of your controls related to timeliness of identifying and addressing new or changed
financial reporting risks.   Please also describe how you evaluated the severity of any
such deficiencies.

Form 10 -Q for Fiscal Quarter Ended March 31, 2012

Market Risk Management, page 73

Value -at-Risk, page 73

3. We note your r esponse to the sixth bullet point of prior comment 10 of our letter dated
July 25, 2012 regarding the need for disclosure of certain model, assumptions, and
parameter changes to your value -at-risk (VaR) models.   Please clearly explain  to us how
you conside red your disclosure obligations pursuant to Item 305(a)(4) of Regulation S -K
for the VaR model change that occurred within CIO during the first quarter of 2012, and
how you evaluated materiality for purposes of your conclusions in this instance.   For
examp le, please specifically discuss any quantitative or qualitative metrics you consider
in assessing VaR model changes , and describe whether these factors change depending
on the type of VaR model change being made.   Also, as part of your response, please tel l
us whether you would consider any mathematical model change related to the calculation
of market or credit risk that is required to be submitted to the Division of Trading and
Markets for approval pursuant to Rule 15c3 -1e(a)(8) as material for disclosure  under
Item 305(a)(4), if approval is ultimately granted.   If not, please tell us the types of
circumstances where you believe disclosure under Item 305(a)(4) would not be required.

Douglas L. Braunstein
JPMorgan Chase & Co.
November 7, 2012
Page 3

 Note 3 – Fair value measurement, page 91

4. We note your response to comme nts 11 and 12 of  our letter dated July 25, 2012  and have
the following questions:

 We understand from your disclosure in your third -quarter Form 10 -Q that the CIO
valuation control group (VCG) typically establishes price testing thresholds.  It is not
clear how the acceptable range is defined, especially for instruments with a wide bid -
offer range.  Further, tell us how the VCG ensures that the range i s sensitive enough
that it is actually providing independent price verification .  As part of your response,
please clarify the process for reviewing the thresholds, including to whom the results
of the analysis are reported , the factors that drive the thre sholds, and how often the
thresholds have changed over time.

 In your response to both comments 11 and 12, you have noted that the VCG will
make valuation adjustments for various factors including the size of the net open risk
position.  Tell us which specific portfolio or positions you factor in the net open risk
position.

 You have noted in this response as well in response to our comment 21 that the VCG
is independent of the trading function.  However, you have also noted that the
respective VCG groups are located within both the CIO and Investment Bank (IB).
Please discuss and disclose in future filings the structure of the VCG groups within
the various business lines, including its reporting structure in each line.

 Separately for each CIO and IB, please explain the process when the front office’s
mark is out side of the VCG’s acceptable range and identify the parties responsible for
making the final determination of the mark to be used.  Please clarify how and
whether this information is communicated to the trader that posted the marks.

5. We note your resp onse to comment 13 of our letter dated July 25, 2012, and have the
following questions:

 Your response indicates that you have applied liquidity adjustments to certain
financial instruments .  Please tell us amounts for your entire portfolio where you have
made adjustments that are greater than 10% of the price or spread yet are still in
Level 2.

 Please  reconcile the statement that there was enough market activity for these
instruments to be considered Level 2 with your other statements about holding
positions in indices that were not as liquid.  Specifically address the extent to which
you consider your own positions and your own transactions when assessing the level
of market activity in a particular index.

Douglas L. Braunstein
JPMorgan Chase & Co.
November 7, 2012
Page 4

 Note 24 – Business Segments, page 163

6. We not e your response to comment 19 from our letter dated July 25, 2012  regarding how
the carrying values of your reporting units are determined for purposes of performing
your goodwill impairment analysis.  We are continuing to evaluate your response, and we
may have further comment in the future.

Form 8 -K filed July 13, 2012

Item 4.02(a) Non -Reliance on Previously Issued Financial Statements or a Related Audit Report
or Completed Interim Review, page 2

7. We note your response to comments 21 and 23 from our letter dated July 25, 2012 and
have the following comments:

 We understand  that based on your review and analysis of emails, voice tapes, and
interviews suggest trader intent  to mark positions advantageously.  It is not clear from
your resp onse exactly how  this advantageous marking was being done.  Please further
describe how these positions were being marked advantageously.

 Tell us the extent to which the traders were marking long positions and short
positions incorrectly, but still within the bid -offer  spread and within the VCG
established thresholds.

 As part of the VCG’s verification process, tell us whether they consider recent
transactions at period end to establish their thresholds, or verify if the trader marks
within the bid -offer spread repres ent a reasonable basis for an “exit price .”

 You note in your response that VCG makes two types of adjustments to the front
office markets .  Please tell us if these adjustments were made to the positions in
question (where the traders had marked the positi ons advantageously), and if so,
whether the VCG group noted any issues with the marks.  Please specifically explain
whether, and if so, how the VCG made adjustments to these positions without
recognizing that they were being marked differently or more adva ntageously.

 Please  tell us whether VCG or anyone in management inquired further about any
adjustments, and whether there were any controls in place that would have required
them to do so.

 Please quantify the positions that were marked advantageously by  the traders and any
VCG adjustments that were made to these positions both prior to and after the
restatement (separate from the correction of the error).

Douglas L. Braunstein
JPMorgan Chase & Co.
November 7, 2012
Page 5

  We understand  that CIO’s valuation control environment was not appropriately
enhanced in light of t he significant changes to the size and characteristics of the
portfolio and also that you note  in Item 4 of your June 30, 2012  Form 10-Q that you
have instituted more formal controls around establishment and monitoring of your
price testing thresholds.  Ho wever, in your response you have indicated that you
believe the controls over valuation were designed appropriately.  Please tell us how
you considered that it appears that  the price testing thresholds were not sensitive
enough to ensure that the trader’s marks were appropriate, which would appear to be
a weakness in the design of the control.

 Further, tell us how you considered that it appears that the controls were not sensitive
enough to detect that the portfolio had grown in both size and complexity d uring the
quarter ended March 31, 2012, such that additional measures were warranted.

8. We note your response to comment 22 from our letter dated July 25, 2012 and have the
following questions:

 You have told us in response to comment 11 that VCG verifies front office marks by
evaluating independently derived market data.  In response to comment 13, you
indicated that the fair values are verified using readily available prices derived from
independent third party data providers and quoted market pr ices from dealers, which
represent observable inputs.  You further indicated that based on this information you
conclud ed these positions represented L evel 2 inputs.  This conclusion appears to be
inconsistent with your disclosure on page 3 of Item 4.02(a)  of your Form 8 -K that you
did not have independent third party data to run your VaR model for certain positions
and therefore had to rely on trader marks.  Please explain.

 Please quantify the positions where you used trader marks to calculate your VaR, and
further explain the reasons for the lack of availability of information (i.e. illiquidity of
positions etc.).

 Please disclose in future filings the fact that the data used to calculate your VaR is not
the same as what is used in your financial stateme nts, and explain the reasons for the
difference.

Form 8 -K filed July 13, 2012

Exhibit 99.1 - Earnings Release – Second Quarter 2012 Results

Retail Financial Services, page 6

9. We note your response to comment 24 regarding the $1.4 billion reduction in y our Retail
Financial Services allowance for loan losses.  In your response , you note that you adjust
your statistical calculation to take into consideration model imprecision, external factors

Douglas L. Braunstein
JPMorgan Chase & Co.
November 7, 2012
Page 6

 and current economic events that have occurred but that are not  yet reflected in the
factors used to derive the statistical calculation, as further discussed on pages 168 and
169 of your 2011 Form 10 -K.  In order to provide additional transparency in future
filings, please address the following for each of your respec tive portfolio segments:

 Given the significant judgment management applies in making the adjustment to the
statistical calculation, as discussed on page 169 of your 2011 Form 10 -K, please tell
us and consider disclosing in future filings the amount of th is component of the
allowance for loan losses.

 Given the factors disclosed on page 169 of your 2011 Form 10 -K that drive this
component of the allowance, please provide disclosure describing how these factors
have directionally impacted this component of the allowance over the past two years.

 Tell us whether you have made any changes to the historical loss periods used for any
of your portfolio segments during the past two years. If so, please describe the
changes and discuss how these changes affected th e qualitative component of the
allowance discussed above.

Form 10 -Q for the Quarter Ended June 30, 2012

Management’s Discussion and Analysis, page 3

Selected European exposure, page 104

10. We note your response to comment six of our letter dated July 25, 2012, as well as your
disclosure in your quarterly filing and have the following questions:

 We note your disclosure that the “Trading” column includes approximately $9.0
billion of net purchased protection, including single n ame, index and tranched credit
derivatives that are part of the Firm’s market making activities as well as the
synthetic credit portfolio h eld by CIO. The majority of the $9.0 billion relates to the
synthetic credit portfolio held by the CIO.  Please tell us why these amounts are
included in the “Trading” column and not the “Portfolio Hedging” column as these
amounts are not part of your market making and appear to serve the same function
as the instruments in your “Portfolio Hedging” column.

 We also not e your disclosure in footnote “d” to your table on page 104 that
beginning on March 31, 2012, the Firm’s country risk reporting reflects enhanced
measurement of tranched credit derivative products.  It is not clear what “enhanced
measurement” actually mean s in this context.  Please tell us and disclose in future
filings the nature of such enhancements and the reasons for including its effects in
the table.

Douglas L. Braunstein
JPMorgan Chase & Co.
November 7, 2012
Page 7

  We also note in your response that both your trading and portfolio hedge columns
include index credit  derivatives.  You also indicate that the table does not
contemplate any potential ineffectiveness of your hedges.  In your future filings, in
addition to stating that your effectiveness may vary based on a number of factors,
please more clearly discuss ho w the indices that you use as hedges relate to your
exposures to Greece, Italy, Ireland, Portugal, and Spain, and describe specific risks
(i.e. correlation) that may the cause the hedge to not be effective. For transparency
purposes, please consider disclo sing the historical correlation between the indices
and your European exposure.

You may contact Angela Connell at (202) 551 -3426 or Kevin W. Vaughn,
Accounting Branch Chief, at (202) 551 -3494 if you have questions regarding comments on the
financial stat ements and related matters.  Please contact Celia Soehner at (202) 551 -3463 or me
at (202) 551 -3675 with any other questions.

Sincerely,

 /s/ Suzanne Hayes
 Suzanne Hayes
        Assistant Director

CORRESP
1
filename1.htm

Correspondence

 November 20, 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, 2011

 Filed February 29, 2012

Form 10-Q for Fiscal Quarter Ended March 31, 2012

 Filed May 10, 2012

 Form 8-K’s Filed July 13, 2012

Form 10-Q for Fiscal Quarter Ended June 30, 2012

 Filed August 9, 2012

 File No. 001-05805

Dear Ms. Hayes:

 We are
in receipt of the letter dated November 7, 2012 to Douglas L. Braunstein, Executive Vice President and Chief Financial Officer of JPMorgan Chase & Co., from the staff of the Securities and Exchange Commission regarding the
above-referenced filings. Please be advised that we intend to file our response on or about November 30, 2012.

Very truly yours,

 /s/ Douglas L. Braunstein

Douglas L. Braunstein

Executive Vice President and Chief Financial Officer

CORRESP
1
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		7-25-2012 SEC Comment Letter (Redaction)

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 1

August 9, 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, 2011

Filed February 29, 2012

Form 10-Q for Fiscal Quarter Ended March 31, 2012

Filed May 10, 2012

Forms 8-K Filed July 13, 2012

File No. 001-05805

Dear Ms. Hayes:

We are in receipt of the letter dated July 25, 2012 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.

Please note that the Firm has also filed an amended quarterly report on Form 10-Q/A for the quarter ended March 31, 2012, to reflect the restatement of its 2012 first quarter financial statements.  The disclosures made in response to the Staff's comments, as outlined in this letter, have been made in the Quarterly Report on Form 10-Q for the period ended June 30, 2012 ("Second Quarter Form 10-Q"), which was filed on the same day as the amended first quarter report.  References in this letter to the "First Quarter Form 10-Q" mean the Quarterly Report on Form 10-Q for the period ended March 31, 2012 as originally filed ("First Quarter Form 10-Q") and not the amended report.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 2

Form 10-K for Fiscal Year Ended December 31, 2011

Risk Management, page 15

JPMorgan Chase's framework for managing risks may not be effective…, page 15

1.     We note from your disclosure provided with your Forms 8-K on July 13, 2012 that management has evaluated risk procedures in place within your Chief Investment Office and concluded that certain risk management practices were ineffective. Beginning with your next Form 10-Q, please revise your risk factor disclosure to discuss the risks presented by the recent trading losses within your Chief Investment Office and the shortcomings identified with respect to your risk management strategies.

The Firm has included a risk factor relating to risk management deficiencies in its Second Quarter Form 10-Q.  Please see Part II, Item 1A: Risk Factors, “JPMorgan Chase's framework for managing risk and risk management procedures and practices may not be effective in mitigating risk and loss to the Firm” on page 220 of the Second Quarter Form 10-Q.

Item 9A: Controls and Procedures, page 20

2.     Given the Item 4.02 Form 8-K filed on July 13, 2012 and the risk management and controls issues identified through your internal investigation into the trading losses within the Chief Investment Office, please provide us with your analysis as to how you concluded that your internal controls over financial reporting were effective as of December 31, 2011.

In light of the determination that a material weakness existed at March 31, 2012 in the Firm's internal control over financial reporting, management of the Firm deemed it appropriate to also assess, as part of its internal review, the internal control over financial reporting for the Chief Investment Office ("CIO") valuation control process for the synthetic credit portfolio as of December 31, 2011.

The Firm performed its assessment of the effectiveness of its internal control over financial reporting based upon the COSO framework.

The Firm analyzed the CIO valuation control process for the synthetic credit portfolio, and assessed the design and operating effectiveness of the various control elements comprising the valuation control process at December 31, 2011 in order to determine if there was a deficiency in the design or operating effectiveness of the valuation control process at such date.   The assessment was done on a granular level, assessing each of the control elements comprising the valuation control process, in order to conservatively assess the design and operating effectiveness of the valuation control process at such date.

The assessment noted that there was a material difference in the size and characteristics of the synthetic credit portfolio during the first quarter of 2012. [Redacted]

Management's Discussion and Analysis, page 64

Risk Management, page 125

3.     We refer to your disclosure that “Risk Management coordinates and communicates with each line of business through the line of business risk committees and chief risk officers…” and

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Page 3

note that various committees “meet frequently” to discuss and consider risk issues. Please revise your disclosure in future filings to explain in greater detail Risk Management's, the individual business lines' and the various committees' responsibilities for communicating risks and maintaining risk governance.

In addition to the information on the overall Risk Management structure, including its organization and committee structure, which has been included in the “Risk Management” section of the Firm's prior Form 10-K and Form 10-Q's, the Firm has provided on pages 64-66 of its Second Quarter Form 10-Q additional disclosures concerning the line of business risk committees, how information flows from those committees to the Firmwide Risk Committee, as well as how information is communicated to the Board's Risk Policy Committee.  In addition, as reflected on pages 101-102 of the Second Quarter Form 10-Q, and discussed in response to Comment 4 below, additional disclosures regarding the manner by which market risk limits are established and reviewed, and how breaches are communicated to senior management, which are relevant to how risks are communicated within the Firm, have also been included in the Second Quarter Form 10-Q. Additional information related to risk governance changes are noted in "Recent Developments" on pages 10-11 of the Second Quarter Form 10-Q.

4.     In future filings, please expand your disclosure in this section to clearly explain your policies in the event of a risk limit breach. For example, please disclose how breaches in risk limits are reported to Risk Management, senior management and the Board of Directors, and by whom. To the extent that your policies for reporting differ depending on the severity of the breach, please explain.

The Firm has included the requested information in an expanded “Risk monitoring and control” section in the Second Quarter Form 10-Q, which contains a subsection entitled “Limits.”  As reflected on pages 101-102 of the Second Quarter Form 10-Q, that section explains the purpose of risk limits, how they are set, how they are reviewed and what occurs when those limits are exceeded.  The Board's Risk Policy Committee does not approve limit breaches, although it reviews periodic reports of breaches and reviews Firmwide limits. See “Risk Management” section on pages 64-66 of the Second Quarter Form 10-Q.

5.     We note from your disclosure in Exhibit 99.3 furnished with your Form 8-K on July 13, 2012 that you have implemented several changes to the risk management structure within your Chief Investment Office. In future filings, please revise this section to explain material risk governance changes that you have made.

The Firm has included the requested information in an expanded “Risk Management” section in the Second Quarter Form 10-Q, which contains a subsection entitled “Internal review of CIO's synthetic credit portfolio.”  As reflected on page 66 of the Second Quarter Form 10-Q, that section discusses several of the changes to the CIO risk management structure, including, among other items, establishing the joint Treasury-CIO-Corporate Risk Committee co-chaired by CIO's Chief Risk Officer and the Firm's Chief Investment Officer.  Additional enhancements are noted in “Recent developments” on pages 10-11 of the Second Quarter Form 10-Q.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 4

Country Risk Management, page 163

Selected European Exposure, page 164

6.     We note your response to comment three of our letter dated April 17, 2012 and we continue to believe that providing a further breakout of the individual countries, as well providing both the gross amounts for your lending activities and your credit default swaps, provides appropriate transparency to your Selected European country disclosures. Please address the following regarding the disclosure around your Country Risk Management, including your Selected European exposure, in future filings:

•

 Please provide a breakout of your Ireland, Portugal, and Greece exposures to provide greater transparency around your activities in each of these individual countries.

The Selected European exposure table on page 104 of the Second Quarter Form 10-Q provides details regarding the Firm's direct exposure to each of these countries at June 30, 2012.

•

 For your lending activities, please provide the gross amount prior to the deduction of the allowance for loan losses to supplement your presentation of the net amount after allowance for loan losses.

To supplement the Firm's presentation of its lending exposures, footnote (a) to the Selected European exposure table on page 104 of the Second Quarter Form 10-Q clarifies that the amounts presented are net of the allowance for credit losses specifically attributable to these countries of $136 million (Spain), $67 million (Italy), $2 million (Ireland), $18 million (Portugal) and $24 million (Greece).

•

 We note your disclosure regarding your credit default swaps including both the gross notional and fair value. In future filings, please provide this information on a country-by-country basis, preferably included in the table on page 165 to provide greater transparency around your activities in each of these individual countries.

As requested by the Staff, the Firm will endeavor to enhance its disclosures further in future filings beginning with its Form 10-Q for the quarter ended September 30, 2012 to provide relevant information related to the Firm's credit derivatives, country-by-country, on a gross basis (purchased and sold).

[Redacted]

In the Second Quarter Form 10-Q, the Firm has continued to provide information regarding the gross notional and fair value of purchased and sold single-name credit derivatives in the aggregate for the five countries.  The Firm believes this provides financial statement users information regarding the level of activity that comprises the Firm's net protection purchased as included in the Selected European exposure table. In addition, the Firm enhanced its disclosures regarding the effect of credit derivatives on its Selected European exposure on page 105 provide country-level information regarding net purchased protection from credit derivatives included in the “Trading” column in the Selected European exposure table, as well as specific information on  the synthetic credit portfolio held by CIO.

•

 We also note your disclosure that you have offset portfolio hedges against your European exposures. It is not clear from these disclosures what makes up the amounts in this column. Do they represent just single name CDS purchased and sold on European sovereigns, or do they also

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Requested by JPMorgan Chase & Co.

Page 5

include credit indices, and other types of credit protection other than single name CDS? Do the amounts included represent your total net hedging positions or do they take into account how effective these portfolio hedges are in actually mitigating your country-specific exposure?

The “Portfolio hedging” column reflects the Firm's Credit Portfolio Management activities, which include both single-name and index credit derivatives and short bond positions on sovereign and non-sovereign exposures as noted. [Redacted] The Firm enhanced its disclosures on page 105 the Second Quarter Form 10-Q as follows to clarify these activities:

"Credit Portfolio Management activities are shown in the “Portfolio hedging” column in the table above and primarily represent single-name credit derivatives, as well as a more limited amount of index credit derivatives and short bond positions used to mitigate the credit risk associated with traditional lending activities and derivative counterparty exposure."

The amounts included in the summary table represent the net purchased protection of these activities measured under the Firm's internal risk reporting methodology. The Selected European exposure table measures all amounts (exposures and hedges) by considering the Firm's risk to an immediate default of the counterparty or obligor, consistent with the Firm's internal country risk reporting methodology.  Therefore, the amounts presented do not contemplate the likelihood of default or the potential for ineffectiveness of the Firm's hedges. The Firm acknowledges the potential for ineffectiveness on page 105 of the Second Quarter Form 10-Q:

"The effectiveness of the Firm's CDS protection as a hedge of the Firm's exposures may vary depending upon a number of factors, including the contractual terms of the CDS."

Notes to Consolidated Financial Statements, page 182

Note 3 - Fair value measurement, page 184

7.     We note your response to comments five and six of our letter dated April 17, 2012. However, it is not clear from the proposed disclosure in your response that inventory that is not subject to fair value hedge accounting is carried at lower of cost or market. In future filings, disclose the fact that not all of your physical commodities are carried at fair value. Please disclose the amount of inventory that are carried at market value, or if the difference between “market value” and “fair value” is immaterial, disclose that fact. Please briefly disclose your reasons for including all of the physical commodities in the fair value hierarchy table.

As noted in the Firm's response to Comment 4 in our letter to the Staff dated May 2, 2012, the primary difference between “fair value” and “market value” as defined in the accounting literature relates to the treatment of transaction costs; however, transaction costs for the Firm's physical commodity positions are either not applicable or are an immaterial component of the asset's overall fair value.  The Firm uses the term “fair value” throughout its financial statements and, to avoid confusion for users of our financial statements regarding the technical and nuanced difference between “market value” and “fair value” in US GAAP, which is not significant in this circumstance and is unlikely to be appreciated by most financial statement users, we have referred to these positions being recorded at the lower of cost or fair value. We believe, given the immateriality of transaction costs to the Firm's physical commodity position, this is an appropriate way to reference the valuation of such commodities.

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Requested by JPMorgan Chase & Co.

Page 6

In addition, as noted in our response to Comment 4 in our letter to the Staff dated May 2, 2012, we believe that presenting physical commodities in the fair value hierarchy table is the most meaningful presentation for financial statem

July 25, 2012

Via E -mail
Douglas L. Braunstein
Executive Vice President and Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017

Re: JPMorgan Chase & Co.
Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 29, 201 2
Form 10 -Q for Fiscal Quarter Ended March 31, 2012
Filed May 10, 2012
Forms 8 -K Filed July 13, 2012
  File No. 001-05805

Dear Mr. Braunstein :

We have reviewed your filings  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advi sing us when you will provide the requested response.   Where we have
requested changes in future filings, please include a draft of your proposed disclosures that
clearly identifies new or revised disclosures.  If you do not believe our comments apply to y our
facts and circumstances , please tell us why in your response.

After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2011

Risk Management, page 15

JPMorgan Chase’s framework for managing risks may not be effective…, page 15

1. We note from your disclosure provided with your Forms 8 -K on July 13, 2012 that
management has evaluated risk procedures in pla ce within your Chief Investment Office
and concluded that certain risk management practices were ineffective.  Beginning with
your next Form 10 -Q, please revise your risk factor disclosure to discuss the risks

Douglas L. Braunstein
JPMorgan Chase & Co.
July 25, 2012
Page 2

 presented by the recent trading losses within your Chief Investment Office and the
shortcomings identified with respect to your risk management strategies.

Item 9A: Controls and Procedures, page 20

2. Given the Item 4.02 Form 8 -K filed on July 13, 2012 and the risk management and
controls issues identi fied through your internal investigation into the trading losses within
the Chief Investment Office, please provide us with your analysis as to how you
concluded that your internal controls over financial reporting were effective as of
December 31, 2011.

Management’s Discussion and Analysis, page 64

Risk Management, page 125

3. We refer to your disclosure that “Risk Management coordinates and communicates with
each line of business through the line of business risk committees and chief risk
officers…” and note that various committees “meet frequently” to discuss and consider
risk issues.  Please revise your disclosure in future filings to explain in greater detail
Risk Management’s, the individual business lines’  and the various committees’
responsibilities for communicating risks and maintaining risk governance.

4. In future fil ings, please expand your disclosure in this section to clearly explain your
policies in the event of a risk limit breach.  For example, please  disclose how breaches in
risk limits are reported to Risk Management, senior management and the Board of
Director s, and by whom.  To the extent that your policies for reporting differ depending
on the severity of the breach, please explain.

5. We note from your disclosure in Exhibit 99.3 furnished with your Form 8 -K on
July 13, 2012 that you have implemented several  changes to the risk management
structure within your Chief Investment Office.  In future filings, please revise this section
to explain material risk governance changes that you have made.

Country Risk Management, page 163

Selected European Exposure , page 164

6. We note your response to comment three  of our letter dated April 17, 2012 and we
continue to believe that providing a further breakout of the individual countries, as well
providing both the gross amounts for your lending activities and your cred it default
swaps , provides appropriate transparency to your Selected European country disclosures.
Please address the following regarding the disclosure around your Country Risk
Management, including your Selected European exposure, in future filings:

Douglas L. Braunstein
JPMorgan Chase & Co.
July 25, 2012
Page 3

 Please provide a breakout of your Ireland, Portugal, and Greece exposures to
provide greater transparency around your activities in each of these individual
countries.

 For your lending activities, please provide the gross amount prior to the deduction
of the allowance for loan losses to supplement your presentation of the net
amount after allowance for loan losses.

 We note your disclosure regarding  your credit default swaps including both the
gross notional and fair value.  In future filings,  please provide this information on
a country -by-country basis, preferably included in the table on page 165 to
provide greater transparency around your activities in each of these individual
countries.

 We also note your disclosure that you have offset po rtfolio hedges against your
European exposures.  It is not clear from these disclosures what makes up the
amounts in this column.  Do they represent just single name CDS purchased and
sold on European sovereigns, or do they also include credit indices, and  other
types of credit protection other than single name CDS?  Do the amounts included
represent your total net hedging positions or do they take into account how
effective these portfolio hedges are in actually mitigating your country -specific
exposure?

Notes to Consolidated Financial Statements , page 182

Note 3 – Fair value measurement, page 184

7. We note your response to comments five and six of our letter dated April 17, 2012.
However, it is not clear from the  proposed disclosure in your response tha t inventory that
is not subject to fair value hedge accounting is carried at lower of cost or market.  In
future filings, disclose the fact that not all of your physical commodities are carried at fair
value.  Please disclose the amount of inventory that a re carried at market value, or if the
difference between “market value” and “fair value” is immaterial, disclose that fact.
Please briefly disclose your reasons for including all of the physical commodities in the
fair value hierarchy table.

Definitive  Proxy Statement on Schedule 14A filed April 4, 2012

Compensation Discussion and Analysis, page 15

Long -standing recovery provisions, page 24

8. We note from your disclosure provided on July 13, 2012 that you have determined to
claw back compensation from Chief Investment Office management with responsibility

Douglas L. Braunstein
JPMorgan Chase & Co.
July 25, 2012
Page 4

 over the synthetic credit portfolio.  Please provide expanded disclosure in future filings
that explains in greater detail the process by which you determine to claw back
compensation.  Please explain the extent to which the Compensation & Management
Development Committee (or another committee) is responsible for claw back decisions
and clarify  the role of the Board of Directors (e.g., must the Board review every claw
back decision?).  Please also clarify whether any of your policies relating to
compensation recovery have changed as a result of the recent events with your Chief
Investment Office .

Form 10 -Q for Fiscal  Quarter Ended March 31, 2012

Management’s Discussion and Analysis , page 3

Business Segment Results , page 14

Treasury and CIO, page 33

9. Tell us and revise your future filings to more clearly disclose how your synthetic credit
portfolio is reflected in the amounts presented in this section.  Please similarly address
your disclosure on pages 54 and 59.

Market Risk Management , page 73

Value -at-risk, page 73

10. We note your disclosure that your VaR model is continuously evaluated a nd enhanced in
response to changes in the composition of your portfolios, changes in market conditions
and dynamics, improvements in modeling techniques, system capabilities, and other
factors.  Please respond to the following and expand your disclosure in  future filings as
appropriate:

 Tell us the number of different VaR models that are used to determine your total
trading VaR as disclosed here, and discuss the drivers regarding the need to use
multiple different models.

 Tell us how the results of the respective VaR models used are aggregated to arrive
at your total trading VaR as well as the individual market risk categories
disclosed. For example, clarify whether you simply aggregate the outputs from
the different models  or whether adjustments are made, and if so, how the
adjustments are determined.

 Tell us the extent to which the VaR models used for regulatory capital purposes
are the same as the VaR models used for your market risk disclosures. To the

Douglas L. Braunstein
JPMorgan Chase & Co.
July 25, 2012
Page 5

 extent that cert ain of the models used for each purpose differ, please tell us the
drivers behind those differences.

 Discuss the process and validation procedures in place prior to implementing
significant model and assumption changes, and explain the extent to which th ese
validation processes may vary across your company. For example, discuss the
approval process required, back -testing procedures performed, and periods of
parallel model runs before implementation.

 To the extent that all or some of your VaR models used  for your market risk
disclosures are different than those used to calculate regulatory capital, please tell
us whether the model review process and model oversight processes are the same
for both. As part of your response, please clarify when approval is required from
any of your regulators regarding VaR model changes.

 Given that your VaR models are evolving over time, tell us how you consider
when disclosure is required under Item 305(a)(1)(iii)(4) of Regulation S -K
regarding model, assumptions, and par ameter changes.

Note 3 – Fair value measurement, page 91

11. You disclose that you have a well established policy of determining fair value, and you
also disclose that you have a price verification group that is independent from your risk
taking function.  With respect to your valuation process, please address the following in
your response as well as your future filings:

 Describe the process for determining the fair values that are ultimately used in the
financial statements.

 Are the prices that are ultimately used to determine fair value always
supplied by the traders or other risk -taking functions within the
organizations and then subsequently verified by the independent pricing
group?

 What percentage of prices are verifie d?

 For prices that cannot be independently corroborated, what is your process
to ensure that the prices used are appropriate?

 Is the independent verification process only for Level 3 instruments or for
all fair value measurements?

 Describe the exten t to which your valuation policy is consistent across your
various business lines/segments, regardless of business purpose (market making

Douglas L. Braunstein
JPMorgan Chase & Co.
July 25, 2012
Page 6

 versus investments).  If the polices are different across the firm, explain both the
business reasons and your basis u nder GAAP for this inconsistency.

12. We note your disclosure on page 97 that there are adjustments made to the fair value for a
variety of factors including liquidity.  Tell us the instruments for which you have made
liquidity adjustments, the amount of such  adjustments, your basis for the adjustment, and
how you considered guidance in ASC 820 -10-35-36B with respect to these adjustments.

13. It appears from your fair value hierarchy disclosures that the majority of your credit
derivatives are Level 2.  Please ad dress the following regarding your credit derivatives in
your synthetic credit portfolio in your CIO office:

 Tell us the level in which you have classified these instruments in the fair value
hierarchy as well as your basis for including the item in that particular level.

 Tell us if there were any adjustments made for liquidity or any other adjustments
made to the fair value of these positions.  If so, tell us how you consider whether
the adjustment is significant to the overall fair value measurement for purposes of
classi fication in the fair value hierarchy.

14. We note that you disclose on page 98 that for Corporate debt securities, obligations of
U.S. states and municipalities, and Other, “price” is an unobservable input.  Please revise
your disclosure in future filings a s follows:

 In both your qualitative disclosure of valuation techniques as well as your tabular
quantitative disclosures, each time you disclose price as an unobservable input
revise to clarify whether you are using comparable prices for similar instrument
(market comparables) or prices/quotes from third -party pricing services/brokers
(vendor prices).

 It appears that a yield may have been considered in coming up with the price for
various financial instruments.   If so, please disclose in future filings the  yield or
implied yield from the financial instrument as a significant unobservable input, or
tell us why such disclosure is not appropriate or meaningful.

15. We note your disclosure on page 99 about the impact of a change in an unobservable
input on the fai r value measurement and the interrelationship of unobservable inputs.  It
appears that your disclosure is very general and does not discuss specific instruments.
Please revise your disclosure in future filings by providing more granular disclosures in
this area (e.g., separately disclose the impact that a change in each unobservable input
would have on the fair value of the instrument). Such information can continue to be
included as part of your qualitative discussion or incorporated into your quantitativ e
tabular disclosure of Level 3 valuation techniques through the use of footnotes or the
addition of another column.

Douglas L. Braunstein
JPMorgan Chase & Co.
July 25, 2012
Page 7

 16. We note your disclosures about the fair value of financial instruments that are not carried
on the Consolidated Balance Sheets at fair valu e as required by ASC 825 -10-50-10.
In future filings , please provide a breakout of the fair value hierarchy, similar to the
presentation you have for your assets and liabilities measured at fair value on a recurring
basis , as such disclosure provides gre ater transparency compared to providing only
footnotes as to the category to which these line items predominately belong.

17. In light of the significant ranges presented in your table of Level 3 inputs on page 98,
please revise to your presentation in future  filings to include a column quantifying the
weighted average input values to supplement the ranges provided.  Please refer to
ASC 820 -10-55-103 for guidance.

Note 5 – Derivative instruments, page 103

18. We note your disclosures around your derivatives gains and losses not designated as
hedging instruments on page 107.  You also note that these disclosures do not include
derivatives used in market -making activities or to manage enterprise risk exposures.
Please address the following in your response as well as in your future filings:

 Clarify the extent to which these disclosures include the credit derivatives in the
synthetic credit portfolio in your CIO office.

 If not, discuss your reasons for not i ncluding these derivatives in this table.

 Identify whether there are any collateral arrangements for credit derivatives in
your CIO synthetic credit portfolio, and if so, disclose how much cash or other
collateral you have  posted.

 Identify the collate ral posting triggers for these contracts, including the extent to
which such triggers are only credit -related.

In future f ilings, please expand the disclosure in your derivatives footnote to clarify
which tables include the credit derivatives originatin g in your CIO synthetic credit
portfolio, since currently it is difficult to tell which tabl

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SEC Correspondence

 Confidential Treatment

Requested by JPMorgan Chase & Co.

  Page
 1

 May 2, 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, 2011

 Filed February 29, 2012

 Form 8-K filed April 13, 2012

File No. 001-05805

 Dear
Ms. Hayes:

 We are in receipt of the letter dated April 17, 2012 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, 2011

 Item1A. Risk Factors,
page 7

 A breach of security of JPMorgan Chase’s systems could disrupt its businesses, result in the disclosure of
confidential information, damage its reputation and create significant financial and legal exposure for the Firm, page 13

1.
 We note that you disclose that you and other financial services institutions have reported breaches in the security of your websites or other
systems, including sophisticated and targeted attacks and that the consequences could include disruption of your operations, misappropriation of confidential information, and damages to computers or systems. Please tell us what consideration you
have given to expanding your risk factor disclosure to discuss any specific security breaches or attacks you

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have experienced in the past, including any related known or potential costs and other consequences of those breaches or attacks, in order to place the risks described in this risk factor in
appropriate context. Please refer to the Division of Corporation Finance’s Disclosure Guidance Topic No. 2 at http://www.sec.gov/divisions/corpfin/guidance/cfguidance-topic2.htm for additional information.

The Firm has evaluated and continues to monitor and assess actual and potential attacks or threats to the security of its computer
systems, software, networks and other technology assets and the integrity and confidentiality of information belonging to the Firm and its customers in light of its disclosure obligations under the securities laws. The Firm does not believe that any
past security breaches or attacks that it has experienced have had or will have a material adverse effect on the Firm’s operations or financial results or have resulted or will result in any material harm to its customers and clients.

 As a large financial services institution, it is critical for the Firm to maintain the security of its systems and information
against cyberattacks and other types of security breaches and, as indicated in the Firm’s risk factor disclosure, the Firm devotes significant resources in order to maintain and regularly upgrade the systems and processes that are designed to
defend against such attacks and breaches.

 As noted in the Firm’s risk factor, the Firm is the target of ongoing
cybersecurity attacks, and has experienced various kinds of cybersecurity incidents from time to time. For the Staff’s information, these have included:

•

 phishing – attempts to obtain confidential or personal data about the Firm or its customers through fraudulent emails directed to the Firm

•

 malware – attempts to obtain information or disrupt operations through disguised software containing viruses

•

 attacks against third-party vendors that provide services to the Firm in an effort to obtain information about the Firm or its customers

 As indicated above, none of these types of incidents have in the past, either individually or in the
aggregate, resulted in material harm to the Firm or its customers. The Firm will continue to monitor and evaluate the impact of actual and potential cybersecurity breaches or attacks and will make appropriate further disclosures should any such
incidents have a material adverse effect on the Firm or its customers.

 Management’s Discussion and Analysis, page 63

 General

2.
 Recent news articles have reported about alleged problems in your credit card collection process and the fact that you had halted or dismissed a
number of credit card collection suits. Please tell us what effect, if any, such halt or dismissal of credit card collection suits had, or will have, on your results of operations. In your response,

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please also address how you determined that no disclosure was needed in the Management’s Discussion and Analysis section or, alternatively, please point us to the location in your filing
where the discussion is presented.

 Based upon issues discovered in mortgage foreclosure litigation, the Firm
conducted a review of collection litigation processes in other lines of business and found certain procedural issues associated with credit card collection cases. As a result, in the second quarter of 2011, the Firm stayed or dismissed the credit
card collection cases that were then in collection litigation and suspended the filing of new cases. The Firm has since performed testing and found that, in the overwhelming majority of cases, the amounts collected from customers were
appropriate. In addition, because only a small portion of delinquent accounts are sent to litigation and other collection tools continue to be used for these delinquent credit card accounts, this suspension or dismissal of litigation had a
relatively insignificant effect on the Firm’s overall credit card net charge-offs and its credit loss forecast.

Throughout the second half of 2011, the Firm experienced significant improvement in its overall credit card loss forecast primarily as a
result of declining delinquency rates due to a generally improving economic environment, and the insignificant unfavorable variances to the Firm’s credit loss forecast as a result of the collection litigation moratorium did not impact this
trend. Because i) the unfavorable variances described above did not have a significant impact on either the Firm’s credit loss trends (i.e., net charge-offs) or forecast, ii) only a small portion of delinquent accounts are sent to
litigation, and iii) the Firm believed that remediation risk was relatively low based on the results of the Firm’s testing procedures, the Firm did not separately disclose the effects of halting or dismissing these credit card collection
suits.

 Selected European exposure, page 164

3.
Please address the following regarding the disclosure around your Country Risk Management, including your Selected European exposure:

•

 In future filings, please provide a breakout of your Ireland, Portugal, and Greece exposures to provide greater transparency around your activities
in each of these individual countries.

•

 In future filings, for your lending activities, please provide the gross amount prior to the deduction of the allowance for loan losses to
supplement your presentation of the net amount after allowance for loan losses.

•

 We note your disclosure around your credit default swaps including both the gross notional and fair value. In future filings, please provide this
information on a country-by-country basis, preferably included in the table on page 165 to provide greater transparency around your activities in each of these individual countries.

The Firm shares the Staff’s interest in transparent disclosures that enable financial statement users to understand and evaluate the
Firm’s financial performance and risk

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exposures. Such transparency is enhanced by disclosures that are appropriately tailored to the size and characteristics of the Firm’s specific risk exposures, and we believe that the
disclosures in the Firm’s Form 10-K for the year ended December 31, 2011 related to the five named European countries appropriately focus on relevant information without adding details regarding individual items that are too small to
provide meaningful information to financial statement users.

•

 Spain and Italy represent over 85% of the Firm’s total exposure in the five named European countries, and the Firm’s exposure in the
remaining three countries is insignificant (individually and in the aggregate) to the Firm’s country risk profile and financial performance. For this reason, the Firm does not believe that this additional information would be meaningful to
financial statement users. In addition, due to the small size of the Firm’s exposures in these countries, more granular disclosures may result in disclosure of individual transactions or positions, which the Firm does not believe is relevant or
appropriate. The Firm will continue to monitor the size and nature of the Firm’s exposures in these countries and should there be material changes in its exposures, the Firm will adjust its presentation accordingly in future filings.

•

 Predominantly all of the Firm’s lending exposures in the five named European countries are to investment grade borrowers. [Redacted] This
allowance is insignificant relative to the Firm’s exposures in these five countries and to the Firm’s provision and allowance for credit losses, and therefore is not meaningful to separately disclose.

•

 The Firm’s disclosures of gross notional amounts and fair values of single-name credit default swap (“CDS”) protection sold and
purchased in the five named European countries is intended to provide information regarding the volume of the Firm’s single-name CDS relative to the net amounts presented in the total exposure table (which the Firm believes are more relevant
for the reasons addressed on page 165 of the Firm’s Form 10-K for the year ended December 31, 2011). To provide additional information regarding the geographic distribution of the volume of the Firm’s single-name CDS, the Firm will
enhance its disclosures in future filings to note that approximately 30% and 50% of the notional amount of the single-name CDS relates to Spain and Italy, respectively, with the remaining amounts distributed relatively equally among the remaining
countries.

 The Firm will continue to monitor the size and risks of its exposures in the five named European
countries and will continue to evaluate its disclosures in future filings to address material changes in the Firm’s exposures and economic conditions.

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 Consolidated Financial Statements

 Notes to Consolidated Financial Statements

 Note 3 – Fair value
measurement, page 184

4.
We note that in your fair value hierarchy table on page 189 and footnote (c) on page 190, you have approximately $26 billion in physical commodities that are
reported at a lower of cost or fair value. Please tell us the amount of your physical commodities that are at fair value. Also, please clarify the statement that your physical commodities are carried at lower of cost or fair value and not lower of
cost of market as defined in ASC 330.

 The Firm’s physical commodities inventories are generally carried
at the lower of cost or fair value, subject to applicable fair value hedge accounting adjustments. As of December 31, 2011, the composition of these physical commodities was as follows (in USD millions):

 Lower of cost or fair value (no hedge accounting):

 Cost

$
1,199

 Fair value

635

 Total – Lower of cost or fair value

$
1,834

 Subject to fair value hedge accounting

24,130

 Total

$
25,964

 For the Firm’s physical commodities, the primary difference between “fair value” and
“market value” as defined in accounting literature relates to the treatment of transaction costs. Such costs are excluded in the determination of fair value, but are included in the determination of market value. The Firm’s physical
commodity positions are generally located in our principal market for that commodity; accordingly, transaction costs are either not applicable, or are an immaterial component of the asset’s overall fair value. The Firm uses the term “fair
value” throughout its financial statements and, to avoid confusion for users of our financial statements regarding the insignificant and nuanced difference between “market value” and “fair value”, we refer to these positions
being recorded at the lower of cost or fair value.

5.
For amounts that are not at fair value, please tell us your basis for including these amounts in the fair value hierarchy.

The Firm includes all physical commodities inventories in the fair value hierarchy for the following reasons:

•

 A significant portion of our physical commodities inventories is subject to fair value hedge accounting. As of December 31, 2011, approximately
98% of the physical commodities inventories that are the hedged item in a fair value hedge relationship and have been subject to the hedge relationship since purchase. Therefore the current adjusted cost basis reflects the changes in fair value
since purchase and equals fair value. Predominantly all (93%) of the Firm’ physical commodities are recorded on

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the balance sheet at fair value because they were either a) subject to fair value hedging since inception, or b) carried at the lower of cost or fair value where fair value was below cost.

•

 The Firm’s reporting enhances comparability of the fair value hierarchy information with the Firm’s primary U.S. competitors in the
commodities business, which have been permitted to carry physical commodities inventory at fair value on the balance sheet with gains and losses reported in net income (and therefore report physical commodity inventory in the fair value hierarchy
table). It is also consistent with how our international competitors in the commodities business report and disclose physical commodities under International Financial Reporting Standards.

•

 The Firm believes that reporting commodities inventories in the recurring fair value table, with appropriate footnote disclosures, provides the most
meaningful information for financial statement users. The Firm does not believe that it would be appropriate to include commodities inventories in the non-recurring fair value table given the high proportion of the inventory for which the cost basis
is adjusted to fair value. Similarly, presenting a portion of the Firm’s commodities inventory in the recurring fair value disclosures and a portion in the non-recurring fair value disclosures (where such portions would vary period to period)
would be more confusing for users than to simply present the Firm’s commodities inventory in a single location with appropriate disclosure.

 For these reasons, the Firm believes that inclusion of its physical commodity inventory in the fair value hierarchy table is the most transparent and relevant information for financial statement users.
Given the significance of the balance carried at fair value as a result of fair value hedge accounting, we will clarify our disclosure in future filings as follows:

 Physical commodities inventories are generally carried at the lower of cost or fair value, subject to any ap

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CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS LETTER HAS BEEN REQUESTED BY JPMORGAN CHASE & CO. THOSE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY [REDACTED] IN THE TEXT, AND HAVE BEEN SUBMITTED TO THE COMMISSION.

May 1, 2012

VIA EDGAR AND E-MAIL

Ms. Amy M. Starr

Chief

Office of Capital Markets Trends

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

JPMorgan Chase & Co.

424 Prospectuses relating to Registration Statement on Form S-3ASR

Filed November 14, 2011

File No. 333-177923

Dear Ms. Starr:

We are in receipt of the letter, dated April 12, 2012, to the undersigned from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding your review of offerings of JPMorgan Chase & Co.’s (the “Issuer”) Global Medium-Term Notes, Series E (the “Notes”) that are registered under the Securities Act of 1933, as amended (the “Securities Act”) under the Registration Statement on Form S-3ASR (File No. 333-177923) (the “Registration Statement”) filed on November 14, 2011.  We appreciate your extension of the response deadline to May 1, 2012.

We believe that structured notes can be a valuable tool for our clients, especially in the current market environment, and welcome the opportunity to cooperate with the Staff in improving disclosure and establishing best industry practices in structured note offerings.

To assist in your review of the Issuer’s responses to the comments set forth in the Staff’s letter, the Issuer has set forth below in full the comments contained in the letter, together with its responses.

JPMorgan Chase & Co. •  270 Park Avenue, New York, New York 10017

Tel: 212 270 6000

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Product Names

1.           The staff in the Division of Corporation Finance has previously indicated that note titles using the term “principal protected” should also include balanced information about limitations to the principal protection feature.  We believe this concern regarding potential confusion over the titles of securities may exist for note titles across various product categories.  Issuers should evaluate the titles used for their different types of structured notes and should revise to clearly describe the product in a balanced manner and avoid titles that stress positive features without also identifying limiting or negative features.

The Issuer acknowledges this comment.  The Issuer has evaluated and will continue to evaluate the appropriateness of the titles of its Notes.  As a result of extensive discussions with the Staff between June 2010 and November 2010, which discussions involved other market participants, the Securities Industry and Financial Markets Association and other issuers of structured notes, the Issuer has removed “principal protected” from the titles of its Notes.  The Notes that were formerly referred to as “principal protected notes linked to [underlying asset or index]” are now titled “notes linked to [underlying asset or index].”

Product Pricing and Value

2.           We note that issuers of structured notes often include disclosure, including in risk factors, explaining that the value of the notes at issuance and/or the price that the affiliate would pay for the notes in the secondary market, assuming no change in market conditions, will be less than the public offering price.  In order for investors to be able to understand the relationship of the note purchase price to its fair value (as estimated by the issuer or its affiliate) and potential secondary market prices, we believe issuers should consider prominently disclosing the difference between the public offering price of the note and the issuer or its affiliate’s estimate of the fair value of the note or discuss with us the reasons such disclosure should not be provided.  Issuers also should consider identifying the specific amounts being paid from the note proceeds for costs and expenses.

The Issuer acknowledges this comment.  The Issuer believes that “fair value” is subject to various market interpretations and would welcome clarifying guidance regarding the expected definition.

The Issuer’s practice is to disclose the fair value of the Notes as the offer price at which the Issuer would not expect to realize a profit over the term of the Notes.  This fair value is equal to the Notes’ public offer price less the sales commissions paid to affiliated or third-party distributors and less the projected profits that the Issuer’s affiliates expect to realize for assuming the risks inherent in hedging its obligations under the Notes.  The Issuer also discloses the presence of estimated costs of hedging the Issuer’s obligations under the notes through one or more of its affiliates.  In determining the price at which the Issuer may be willing to immediately repurchase the Notes in the secondary market, some of these components are subject to the amortization policy of J.P. Morgan Securities LLC (“JPMS”) as discussed in the response to Comment 3 below.  Because expenses related to offerings of the Notes are managed on an aggregate basis

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instead of being accounted for or allocated on a per issuance basis, the Issuer does not factor these expenses into the price of the Notes paid by investors.

In many Note offerings, the Issuer discloses in the fee table on the front cover the commission paid to the relevant agent, which commission also includes the projected profits that the Issuer’s affiliates expect to realize for assuming the risks inherent in hedging the Issuer’s obligations under the Notes.  While the Issuer has not disclosed the estimated amount of expected hedging costs associated with the pricing and managing of risks related to the Notes, the Issuer includes qualitative disclosures about their existence on the front cover of its term sheets, preliminary pricing supplements and final pricing supplements related to these offerings with language to the following effect:

The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates.

In certain Note offerings, the Issuer participates in a competitive bid process with other issuers of structured notes, which is sometimes referred to as “open architecture” by distributors of structured notes.  Open architecture developed as a result of the desire of these distributors to offer issuer credit risk diversification and competitive pricing on economic terms to their clients.  In these open architecture offerings, the Issuer discloses the commission paid to the relevant agent. The maximum amount of projected profits that the Issuer’s affiliates expect to realize for assuming the risks inherent in hedging the Issuer’s obligations under the Notes is disclosed in the “Use of Proceeds and Hedging” section of the relevant product supplement.  As with the offerings described in the preceding paragraph, the Issuer includes qualitative disclosures about the existence of hedging costs on the front cover of its term sheets, preliminary pricing supplements and final pricing supplements related to these offerings.

3.           We have observed that some issuers of structured notes or their affiliates will, for a limited period of time immediately following an offering, use values on account statements or provide repurchase prices to customers at levels that temporarily exceed the issuer’s or affiliate’s own estimate of the fair value of the product.  Further, we understand that after a given period of time such values and prices will be readjusted to better reflect the issuer’s or affiliate’s own estimate of the fair value of the product.  If applicable, we ask that you disclose, including in risk factor disclosure as appropriate, your usage of different values and prices in this manner and explain the potential impacts on post-offering pricing, valuation, and trading.

The Issuer acknowledges this comment.  The price at which the Issuer may be willing to immediately repurchase the Notes in the secondary market will typically exceed the “fair value” of the Notes using the fair value described in the response to Comment 2 above.  The amount of this excess includes the projected profits that the Issuer’s affiliates expect to realize for assuming the risks inherent in hedging the Issuer’s obligations under the Notes and, in certain circumstances, the estimated cost of hedging the Issuer’s obligations under the notes through one or more of its affiliates.  [Redacted]

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As a result, assuming no change in market conditions or other relevant factors, indicative bid prices provided by the Issuer for the Notes will generally exceed the “fair value” of the Notes using the fair value described in the response to Comment 2 above until this amortization is complete.

As described in more detail in the response to Comment 8 below, JPMS generally publishes indicative bid prices for the Notes.  The distributors of the Notes are responsible for providing account statements to customers.  These distributors may use JPMS’ indicative bid prices for completing customer account statements or they may source the valuation of the Notes from independent pricing vendors.

In future filings, the Issuer proposes to include risk factor disclosure substantially similar to the following in term sheets, preliminary pricing supplements and final pricing supplements, if applicable:

For purposes of determining the price, if any, at which J.P. Morgan Securities LLC, which we refer to as JPMS, is willing to buy the notes, JPMS may amortize over time the projected profits that our affiliates expect to realize for assuming the risks inherent in hedging our obligations under the notes and, in certain circumstances, the estimated cost of hedging our obligations under the notes.  As a result, assuming no change in market conditions, the price, if any, at which JPMS is willing to buy the notes may decrease over time until those amounts have been fully amortized.

Use of Proceeds and Reasons for Offerings

4.           Issuers often provide disclosure explaining that they will use the proceeds of a structured note offering for general corporate purposes and may use an unquantified portion for hedging transactions.  Item 504 of Regulation S-K requires that issuers disclose the approximate amounts intended to be used for each purpose.  If the issuer does not have specific plans for a significant portion of the proceeds of the offering, it should note the reasons for the offering.

The Issuer acknowledges this comment.  Because the Note offerings are not conducted for financing and liquidity purposes as discussed in the response to Comment 5 below, and because the portion of the net proceeds that will be required to be used to hedge the Issuer’s obligations under the Notes may not be quantifiable at pricing, consistent with long-standing market practice, the Issuer has historically disclosed the use of the net proceeds with language to the following effect:

The net proceeds we receive from the sale of the notes will be used for general corporate purposes and, in part, by us or by one or more of our affiliates in connection with hedging our obligations under the notes.

In the case of the Note offerings, the Issuer does not believe that quantifying the use of proceeds provides meaningful information to investors.

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In future filings, the Issuer proposes to provide additional disclosure that is substantially similar to the following:

The reason we offer the Notes is to meet investor demand for products that reflect certain risk-return profiles and specific market exposure, [with other product features to be described on a product-by-product basis].

5.           Please explain to us in your response letter with a view toward disclosure in your future Exchange Act reports, the purpose of your structured notes program generally, and the purposes of particular types of offerings or products.  Explain to us how significant structured notes are to your overall plan of financing and liquidity position.  Please tell us about any material trends or changes in your use of, or your experience with, structured notes in the past few years, including trends or changes in your reliance on structured notes as a liquidity source.  Also tell us about trends or changes in note types and/or the referenced asset classes or referenced indices.  Please include quantitative information about outstanding structured note obligations in recent periods.

The purpose of the Notes program and of the individual offerings is to meet investor demand for products that reflect certain risk-return profiles and specific market exposure.  The Issuer distributes the Notes through JPMS to certain clients of JPMorgan’s wealth management business, as well as to, or through, unaffiliated broker-dealers, private banks, registered investment advisers and institutional investors.  The Issuer does not rely on the issuance of the Notes for financing and liquidity purposes.

When the Issuer began issuing structured notes with some frequency in 2003, most notes were linked to indices that referenced the prices of equity securities.  Since that time, the Issuer has increasingly offered structured notes linked to other assets or indices, such as interest rates, equity securities, currencies and commodities to meet investor demand.

The Issuer currently discloses the amount of long-term structured notes1 that are issued, as well as those that have matured or been redeemed, in its quarterly and annual reports.  In addition, in its annual reports, the Issuer discloses the aggregate amount of long-term structured notes outstanding.  Quantitative information about the Issuer’s outstanding long-term debt and long-term structured notes in recent periods is included in the table below.

1 Long-term structured notes include those issued on a registered basis (i.e., the Notes) and those issued on an unregistered basis, primarily to non-U.S. clients in Latin America, Europe, the Middle East and Asia.  Long-term structured notes exclude those (a) that have a duration of less than one year, (2) that are automatically callable pursuant to market events or (c) that include early redemption or repurchase features exercisable by investors at any time during the term of the structured notes.

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Year ended

December 31, 2011

(in billions)

Year ended

December 31, 2010

(in billions)

Issued2

Total long-term debt

$53.0

$54.8

Total long-term structured notes

$14.8

$14.6

Matured or redeemed2

Total long-term debt

$67.7

$72.0

Total long-term structured notes

$18.7

$22.8

Outstanding at period end3

Total long-term debt

$256.8

$270.7

Total long-term structured notes

$34.7

$38.8

The principal amount of Notes outstanding under the Registration Statement (File No. 333-177923) and predecessor registration statements as of December 31, 2011 was $8.5 billion and as of December 31, 2010 was $6.0 billion.

Plan of Distribution

6.           We have found that some issuers of structured notes disclose that their affiliates might change the price and selling terms if all notes are not sold at the public offering price disclosed on the cover page.  Please explain to us with a view toward disclosure, the manner in which you conduct structured no

April 17, 2012
 Via E-mail

Douglas L. Braunstein Executive Vice President and Chief Financial Officer JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017
Re: JPMorgan Chase & Co.
 Form 10-K for Fiscal Year Ended December 31, 2011
 Filed February 29, 2011
 Form 8-K filed April 13, 2012
File No. 001-05805

Dear Mr. Braunstein:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  Where we have requested  changes in future filings, please include a
draft of your proposed disclosure s that clearly identifies new or  revised disclosures.  If
you do not believe our comments apply to your facts and circumstances or do not believe
an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, including the dr aft of your proposed disclosures, we may
have additional comments.    Form 10-K for Fiscal Year Ended December 31, 2011

 Item 1A. Risk Factors, page 7

A breach of security of JPMorgan Chase’s syst ems could disrupt its businesses, result in
the disclosure of confidential information, da mage its reputation a nd create significant
financial and legal exposu re for the Firm, page 13
 1. We note that you disclose that you and othe r financial services  institutions have
reported breaches in the security of your websites or other systems, including
sophisticated and targeted attacks and that the consequences could include
disruption of your operations, misappropria tion of confidential information, and

Douglas L. Braunstein
JPMorgan Chase & Co. April 17, 2012 Page 2
 damages to computers or systems.  Pleas e tell us what c onsideration you have
given to expanding your risk factor disclo sure to discuss any specific security
breaches or attacks you have experienced in the past, including any related known
or potential costs and other c onsequences of those breaches or attacks, in order to
place the risks described in this risk factor in appropriate context.  Please refer to
the Division of Corporation Finance’ s Disclosure Guidance Topic No. 2 at
http://www.sec.gov/divisions/corpfin/ guidance/cfguidance-topic2.htm for
additional information.
 Management’s Discussion and Analysis, page 63

General
 2. Recent news articles have reported a bout alleged problems in your credit card
collection process and the fact  that you had halted or dismissed a number of credit
card collection suits.  Please tell us what effect, if any, such halt or dismissal of
credit card collection suits had, or will have, on your results of operations.  In
your response, please also address how you determined that no disclosure was
needed in the Management’s Discussion and Analysis section or, alternatively,
please point us to the location in your f iling where the discussion is presented.
 Selected European exposure, page 164

3. Please address the following regarding th e disclosure around your Country Risk
Management, including your Sele cted European exposure:
 In future filings please provide a breakout of your Ireland, Portugal, and
Greece exposures to provide greater tr ansparency around your activities in
each of these individual countries.
 In future filings, for your lending activ ities, please provide the gross amount
prior to the deduction of the allowan ce for loan losses to supplement your
presentation of the net amount af ter allowance for loan losses.
 We note your disclosure around your cred it default swaps including both the
gross notional and fair value.  In future filings, please provide this information on a country-by-country basis,  preferably included in the table on page 165 to
provide greater transparen cy around your activities in each of these individual
countries.
 Consolidated Financial Statements

Notes to Consolidated Financial Statements
Note 3 – Fair value measurement, page 184
 4. We note that in your fair value hierar chy table on page 189 and footnote (c) on
page 190, you have approximately $26 billion in physical commodities that are reported at the lower of cost or fair valu e.  Please tell us  the amount of your
physical commodities that are at fair value.   Also, please clarify the statement that

Douglas L. Braunstein
JPMorgan Chase & Co. April 17, 2012 Page 3
 your physical commodities are carried at lowe r of cost or fair value and not lower
of cost of market as defined in ASC 330.

5. For amounts that are not at fair value, pl ease tell us your basis for including these
amounts in the fair value hierarchy.
 Note 6 – Derivative instruments, page 202

 6. We note your disclosure that you have elected to fair value hedge certain
commodity inventories.  Please addre ss the following with respect to these
hedges:
 Tell us the commodities, including thei r specific locations that you have
elected to hedge.
 Tell us the hedging instruments used fo r your commodity hedges and if there
are any basis differences (i.e. type of  commodity or location) between the
hedged item and the hedging instrument.
 Tell us if you include any commodity inve ntory that you have elected to fair
value hedge on your fair value hierarchy table on page 189, and if so please
tell us the amount.
 Note 14 – Loans, page 231

7. We note your disclosure on page 233 that in certain limited cases the effective
interest rate applicable to the modified lo an is at or above the current market rate
at the time of the restru cturing, and in such circ umstances, where the loan
subsequently performs and you expect to  collect all contra ctual principal and
interest, the loan is disclosed as impair ed and as a troubled debt restructuring
(TDR) only during the year of the m odification.  For each period presented,
please disclose in future filings the ac tual amount of loan modifications which
were originally reported as TDRs but were subsequently removed during the
period.  In addition, consider revisi ng your table on page 238, and similar
disclosures elsewhere, to separately qua ntify the sales of TDR loans from loans
removed from TDR status based on the above.
 Note 29 – Off–balance sheet lending-related fi nancial instruments, guarantees, and other
commitments, page 283
Loan sales- and securitization-re lated indemnifications, page 286
 8. We note your disclosure that while you will continue to evaluate and may pay
future repurchase demands arising from the Washington Mutual acquisition, it is
your belief that these obligations remain  with the FDIC receivership.  You state
on page 287 that you have considered such repurchase demands in your repurchase liability, but you also  disclose that your mort gage repurchase liabilities
are net of probable recoveries.  Please address the following:

Douglas L. Braunstein
JPMorgan Chase & Co. April 17, 2012 Page 4
  Disclose the amounts that have been paid as of December 31, 2011 relating to
repurchase demands on loans sold  by Washington Mutual.
 Tell us and clearly disclose whether you have recorded a receivable from the
FDIC or otherwise reduced the repurchas e liability related to any repurchase
accruals arising from the Washington Mutual acquisition.

Form 8-K filed April 13, 2012

 Exhibit 99.1 JPMorgan Chase & Co. Ea rnings Release - First Quarter 2012

Key metrics and Business Updates, page 6

9. We note your disclosure on page 6 that, based upon regulatory guidance issued in
the first quarter of 2012, you increased nonaccr ual loans to reflect  the inclusion of
$1.6 billion of performing junior liens ($1.4 billion of which were current) that
are subordinate to nonaccrua l senior liens.  With respect to these loans please
address the following:
 Tell us specifically what aspect of the guidance led to the reclass of
performing junior lien loan s to nonaccrual loans.
 It appears from the earnings call that the $1.6 billion was part of a larger
balance of $4 billion of performing juni or lien loans that are subordinate to
nonaccrual senior liens and th at not all of these were  reclassed to nonaccrual
loans.  Please tell us and discuss in fu ture filings your basis for reclassing only
part of the $4 billion and not the en tire amount.  Clearly identify how you
identified the criteria used for determ ining which loans should be reclassed to
nonaccrual.
 In your earnings call, you indicated that no adjustment s were necessary to the
allowance for loan losses for these loan s as the allowance has historically
considered the delinquency status of th e first lien loans for these loans.
Please revise your future filings  to address this aspect.
 Exhibit 99.2 Earnings Rel ease Financial Supplement

Mortgage Loan Repurchase Liability, page 44

10. Please address the following regarding your presentation of the rollforward of the
liability for mortgage loan repurchase losses:
 Please revise your future filings to provide a breakout of the provision for
repurchase losses between additions due to changes in estimates related to
prior sales versus increases resultin g from new sales of loans during the
period.  In your response, please provid e us with a revised rollforward with
this information.
 We also note that for the past six qu arters you have consistently reported
provisions for repurchase losses ranging from a low of $314 million during the quarter ended September 30, 2011 to a high of $420 million during the
quarter ended March 31, 2011.  Also, base d on your disclosures included here,
and in your 2011 Form 10-K, it appears these repurchase demands primarily

Douglas L. Braunstein
JPMorgan Chase & Co. April 17, 2012 Page 5
 relate to 2006 to 2008 vintages.  To the extent that the provision for
repurchase losses related to new loans sale s is an immaterial component of the
total provision for repurchase losses duri ng the past six quar ters, in both your
response and your future filings please  provide more specific discussion and
quantification of the fact ors driving the relatively consistent provisions for
repurchase losses.  As part of such discussions, clearly address any trends
across the quarters in the breakdown between new sales and changes in
estimates for previous vintages.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

 In responding to our comments, please provide a written statement from the
company acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

You may contact Rahim Ismail at (202 ) 551-4965 or Kevin W. Vaughn at (202)
551-3494 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact Celia Soehner at (202) 551-3463 or me at (202) 551-3675
with any other questions.
Sincerely,   /s/ Suzanne Hayes  Suzanne Hayes Assistant Director

April 12, 2012

Via E -mail

Anthony J. Horan
Corporate Secretary
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

Re: JPMorgan Chase & Co.
424 Prospectuses relating to Registration Statement on Form S -3ASR
Filed November 14, 2011
File No. 333-177923

Dear  Mr. Horan :

We are writing this letter in connection with our review of takedowns of structured notes
from shelf registration statements by financial institutions and have identified a number of areas
in which we believe there could be disclosure improvements.  Therefore, we  are issuing the
following comments  in an effort to  improve disclosures in connection with your future structured
note offerings, and in some instan ces, Securities Exchange Act of 1934 reports .

Although we reviewed certain takedowns from your shelf registration statement, we are
including comments that may or may not specifically apply to your disclosures with respect to all
types of notes.  If you disagree with a comment or  think it does not apply  to your structured note
program or certain types of notes, please explain why in your response letter.

You should also note that this letter does not address all disclosure issues that may arise
in structured note offerings.  It is only intended to address the limited issues described in the
comments below.  If we conduct a review of your filings in the future, we may have more
specific comments.  It is your responsibility to determine the disclosure s that should be provided
in your particular circumstances.

Product Names

1. The staff in the Division of Corporation Finance has previously indicated that note titles
using the term “principal protected” should also include balanced information about
limit ations to the principal protection feature.  We believe this concern regarding
potential confusion over the titles of securities may exist for  note titles across various
product categories.  Issuers should evaluate the titles used for the ir different  types of
structured notes and should revise to  clearly describe the product in  a balanced manner

 and avoid titles that stress positive features without also identifying  limiting  or negative
features.
Product Pricing and Value

2. We note that issuers of stru ctured notes often include disclosure, including in risk factors,
explaining that the value of the notes at issuance and/or the price that the affiliate would
pay for the notes in the secondary market, assuming no change in market conditions, will
be less than the public offering price.  In order for investors to be able to understand the
relationship of the note purchase price to its fair value (as estimated by the issuer or its
affiliate) and potential secondary market prices, we believe issuers should co nsider
prominently disclosing the difference between the public offering price of the note and
the issuer or its affiliate’s estimate of the fair value of the note or discuss with us the
reasons such disclosure should not be provided.  Issuers also should consider identifying
the specific amounts being paid from the note proceeds for costs and expenses.

3. We have observed  that some issuers of structured notes or their affiliates will, for a
limited period of time immediately following an offering, use values  on account
statements or provide repurchase prices to customers at levels that temporarily exceed the
issuer’s or affiliate’s own estimate of the fair value of the product.   Further, we
understand that after a given period of time such  values and prices w ill be readjusted to
better reflect the issuer’s or affiliate’s own estimate of the fair value of the product.   If
applicable, we ask that you disclose , including in risk factor disclosure as appropriate,
your usage of different values and prices in this m anner and explain the potential impacts
on post -offering pricing, valuation, and trading.
Use of Proceeds and Reasons for Offerings
4. Issuers often provide disclosure explaining that they will use the proceeds of a structured
note offering for general corp orate purposes and may use an unquantified portion for
hedging transactions.  Item 504 of Regulation S -K requires that  issuers disclose the
approximate amounts intended to be used for each purpose.  If the issuer does not have
specific plans for a signific ant portion of the proceeds of the offering, it should note the
reasons for the offering.

5. Please explain to us in your response letter with a view toward disclosure in your future
Exchange Act reports, the purpose of your structured notes program general ly, and the
purposes of particular types of offerings or products.  Explain to us how significant
structured notes are to your overall plan of financing and liquidity position.  Please tell us
about any material trends or changes in your use of , or your ex perience with , structured
notes in the past few years, including trends or changes in your reliance on structured
notes as a liquidity source.  Also tell us about trends or changes in note types and/or the

 referenced  asset classes or referenced indices.  P lease include quantitative information
about outstanding structured note obligations in recent periods.
Plan of Distribution

6. We have found that some issuers of structured notes disclose  that their affiliate s might
change the price and selling terms if al l notes are not sold at the public offering price
disclosed on the cover page. Please explain to us with a view toward disclosure, the
manner in which you conduct structured note offerings, including the forms of
underwriting involved.  Also please explain  whether any notes are sold to broker -dealers,
including your affiliates, and not immediately resold to investors or are resold to
investors at differing prices.  In this situation, please explain why there may be different
prices and what type of investor  may receive a “better” price.  Please explain the process
in detail.

7. Some issuers offer structured notes using a preliminary pricing supplement or term sheet
that discloses a range for certain material terms (such as a capped maximum return), with
the actual terms set within that range on a later pricing date.  If you offer  notes in this
manner, explain to us with a view toward disclosure, how the size of the range is
determined, how the actual terms are established, and when and how the actual terms are
communicated to investors.
Liquidity

8. While issuers generally disclose in risk factors or elsewhere that the  issuer or its affiliates
may, but are not obligated to, make a secondary market in the notes that they offer, the
disclosure  should provide investors with a better understanding of the potential liquidity
or lack of liquidity of any secondary market .  In this regard, please explain to us with a
view toward disclosure, your practices and procedures with respect to providing liquidity
in the notes you sell and how often you offer to buy back notes from investors prior to
maturity , the price paid  and how it is determined .
Issuer Credit  Risk

9. While the note terms establish the amounts due and payable on the notes, payment is
ultimately dependent on the creditworthiness of the issuer. It is important for investors to
understand that structured notes are unsecured obligations of the issuer and any payment
on the note is subject to issuer credit risk, with no ability to pursue any referenced  asset
for payment .  As a result, we believe th e risk that an investor is expo sed to an issuer’s
credit should be disclosed on the prospectus  supplement cover page in a clear, consistent,
and prominent manner.

Tax Consequences

10. Item 601(b)(8) of Regulation S -K requires the filing of  a tax opinion when  the tax
consequences are m aterial to investors and a representation as to tax consequences is set
forth in the filing.  Refer to Staff Legal Bulletin No. 19 , which is  available on our
website , for additional details.  Given the complexity and uncertainty surrounding the tax
treatme nt of some types of structured notes, the tax consequences appear material to an
informed investment decision.  Please explain to us your approach to providing tax
disclosures for the different types of notes you offer and how you determine whether such
disclosures must be based on the opinion of counsel.  If so, explain how the se opinion s
are filed as required.
Referenced Asset or Index Disclosure

11. It is our view that  an issuer may not disclaim liability or responsibility for the information
it discloses regarding the asset or index referenced by  the note because such a disclaimer
is inconsistent with the issuer’s disclosure obligations under the federal securities law s.
Issuers may, however, state that they have not undertaken any independent review or due
diligence of publicly available information regarding an unaffiliated referenced  asset or
index.  Please revise your disclosure, as appropriate, to b e consistent wi th this standard.

12. Please tell  us whether you have ever disclose d hypothetical historical price information,
for example in the case of a new index that has no historical price information.  If so,
explain to us what information the presentation provide d to investors and how it was
presented in a balanced manner.
Disclosure Format

13. We have found that disclosures in structured note offerings are usually made through
combinations of base prospectuses, various underlying prospectus supplements, and
preliminary  and final pricing supplements.  While current rules permit incorporation by
reference, it is important that it not be difficult  for investors to locate important
information or updated information.  Please explain to us what  constitutes your  disclosure
packages for structured note offerings, including the different documents you use, what
information is included in each document, and how you determine the information that
will be included in the term sheet or descriptive prospectus supplement for these
offerings.
Exhibits

14. Each time an issuer conducts a structured note offering, it may need to file certain
exhibits if it has not already done so.  For example, distribution agreements and

 instruments defining the rights of note holders may be required exhibit s.  Please explain
to us your approach to filing these and any other applicable exhibits.
Please provide us with a written response to these comments within ten business days
from the date of this letter or tell us when you will respond.  In some of our c omments, we have
specified improved disclosures  that issuers should provide.  Please explain in your response letter
how you intend to provide such disclosures in future filings .   Upon our review of your response,
we may have additional comments or questions.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include  the information the Securities Act of 1933 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the d isclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing s;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing s; and

 the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

You may contact me or Raquel Fox at (202) 551 -3860 with any questions.

Sincerely,

/s/ Amy M. Starr

Amy M. Starr
Chief
Office of Capital Markets Trends
Division of Corporation Finance

February 17, 2012
 Via E-mail

James Dimon Chairman and Chief Executive Officer JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017
Re: JPMorgan Chase & Co.
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed February 28, 2011 File No. 001-05805

Dear Mr. Dimon:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Suzanne Hayes  Suzanne Hayes
Assistant Director

CORRESP
1
filename1.htm

SEC Response Letter

 Confidential
Treatment

 Requested by JPMorgan Chase & Co.

 Page 1

 February 14,
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 February 2, 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.

 Form 10-K for Fiscal Period Ended December 31, 2010

 General

1.
Please refer to comment 3 in our letter dated December 19, 2011. In your January 18, 2012 response to the comment you do not address your recent $88.3
million settlement with Treasury’s Office of Financial Assets Control regarding certain apparent violations of sanctions programs relating to Cuba, Iran and Sudan. Please address the materiality of the recent settlement in light of qualitative
factors, including the potential impact of corporate activities upon a company’s reputation and share value. In this regard, we note that the August 15 [sic], 2011 Treasury Department press release about the settlement characterized
certain apparent violations as “egregious because of reckless acts or omissions” by you. We also note newspaper articles reporting the Treasury Department’s characterization of certain of your actions as egregious.

 Confidential
Treatment

 Requested by JPMorgan Chase & Co.

 Page 2

 We would like to clarify that our response to Comment 3 in your letter of December 19,
2011 was, in fact, referring to the OFAC settlement executed by the Firm on August 25, 2011. Our response addressed the materiality of the issues covered by the settlement, both quantitatively and qualitatively. While there were press reports
about the settlement, the OFAC settlement was not an issue cited in analyst reports and the Firm received very few inquiries from investors concerning the settlement. In addition, the settlement did not have any material impact on our ability to
engage in business activity with our clients, or on our clients’ ability to own JPMorgan Chase stock, and we are not aware of our asset management business having lost any clients as a result of the settlement. Accordingly, we do not believe
the settlement had a material adverse impact on the Firm, based on quantitative and/or qualitative factors.

 [Redacted]

 As we have noted, the Firm does not do business with or in sanctioned countries, and the matters resolved by the settlement
did not relate to the Firm’s doing business with or in any of the sanctioned countries. As previously described to the Staff, any contacts of the Firm with sanctioned countries are de minimis and either permitted under the rules or under a
proper license. Accordingly, notwithstanding the references in the OFAC documents to three matters in the settlement as “egregious,” the settlement also had no material adverse impact on the Firm’s corporate activities.

Form 10-Q for Fiscal Quarter Ended September 30, 2011

 Regulatory Developments, page 9

2.
In your response to comment seven you indicate that to the extent you are placed at a competitive disadvantage by the proposed rules on derivatives margin, it may
impact revenues generated from foreign clients across a number of wholesale services that you provide, not just revenues derived from derivatives activities within the Investment Bank line of business. Please expand you disclosure to identify this
broader risk. The disclosure in your Form 10-Q appeared to imply that the competitive disadvantage would be limited to “a material adverse effect on [your] derivatives business.”

In its December 31, 2011 Form 10-K, the Firm will clarify its regulatory reform disclosure and Risk Factors to note that if these
margin rules become final as currently drafted, the Firm could be at a significant competitive disadvantage to its non-U.S. competitors, which could have a material adverse effect on the earnings and profitability of the Firm’s derivative and
related wholesale businesses.

 ****************

 Confidential
Treatment

 Requested by JPMorgan Chase & Co.

 Page 3

 This is to acknowledge that (i) the Firm is responsible for the adequacy and accuracy
of the disclosure in the filing; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Firm may not assert Staff comments
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions or request any further information, please do not hesitate to call the undersigned at 212-270-1530 or Neila B. Radin at 212-270-0938.

 Very truly yours,

 /s/ Shannon S. Warren

 Shannon S. Warren

 Corporate Controller

February 2, 2012
 Via E-mail

James Dimon Chairman and Chief Executive Officer JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017
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 Mr. Dimon:
 We have reviewed you’re your January 18, 2012 response letter and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  Where we have requested changes in future filings, pleas e include a draft of your proposed disclosures
that clearly identifies new or revised disclosures.  If you do not believe our comments apply
to your facts and circumstances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for Fiscal Period Ended December 31, 2010

General

1. Please refer to comment 3 in our letter dated December 19, 2011.  In your
January 18, 2012 response to the comme nt you do not address your recent
$88.3 million settlement with Treasury’s Office of Financial Assets Control
regarding certain apparent violations of sanctions programs relating to Cuba,
Iran and Sudan.  Please address the material ity of the recent settlement in light
of qualitative factors, including the poten tial impact of corporate activities
upon a company’s reputation and share value.   In this regard, we note that the
August 15, 2011 Treasury Department pre ss release about the settlement
characterized certain apparent violati ons as “egregious because of reckless

James Dimon
JPMorgan Chase & Co. February 2, 2012 Page 2
 acts or omissions” by you.  We also note newspaper articles reporting the
Treasury Department’s characterizati on of certain of your actions as
egregious.
 Form 10-Q for Fiscal Quarter Ended September 30, 2011

Regulatory Developments, page 9

2. In your response to comment seven you i ndicate that to the extent you are
placed at a competitive disadvantage by the proposed rules on derivatives margin, it may impact revenues genera ted from foreign clients across a
number of wholesale servi ces that you provide, not ju st revenues derived from
derivatives activities within the Invest ment Bank line of business.  Please
expand you disclosure to identify this broader risk.  The disclosure in your
Form 10-Q appeared to imply that the competitive disadvantage would be limited to “a material adverse effect  on [your] derivatives business.”

You may contact Rebekah Lindsey at ( 202) 551-3303 or Kevin Vaughn at (202) 551-
3494 if you have questions regarding comments on the financial statements and related
matters.  Please contact Seba stian Gomez Abero at (202) 55 1-3578 or me at (202) 551-3675
with any other questions.
Sincerely,
     /s/ Suzanne Hayes  Suzanne Hayes
Assistant Director

CORRESP
1
filename1.htm

Correspondence

 Confidential Treatment

Requested by JPMorgan Chase & Co.

  Page
 1

 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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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 

CORRESP
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filename1.htm

Correspondence

 January 3, 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., from the staff of the Securities and Exchange Commission regarding the above-referenced filings. Please be
advised that we intend to file our response on or about January 17, 2012.

Very truly yours,

 /s/ Shannon S. Warren

Shannon S. Warren

Corporate Controller

December 19, 2011
 Via E-mail

James Dimon Chairman and Chief Executive Officer JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017
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 Mr. Dimon:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearl y identifies new or revised disc losures.  If you do not believe
our comments apply to your facts and circum stances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            General

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

James Dimon
JPMorgan Chase & Co. December 19, 2011 Page 2
 programs as of certain balance sheet date s.  We also note that you disclose the
existence of certain other programs, such as the CPFF and the TSLF, but you do not appear to have provided quantif ied information as to the level or
amounts of borrowings under these program s.  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 partic ipation in these
programs was not required.
 Additionally, provide your  analysis as to whether you believe that any
participation in these programs constituted a form of federal
financial assistance, such that addi tional disclosure may have been
required as to the effects of this  assistance on your financial condition
and results of operations pursuan t to the guidance in FRC 501.06.c.
Effects of Federal Financia l Assistance Upon Operations.
2. Please tell us about your contacts with  Iran, Syria, Sudan and Cuba, which are
identified by the State Department as stat e sponsor of terrorism  and are subject to
U.S. economic sanctions and export contro ls.  We note that your Form 10-K and
other periodic reports do not  include disclosure about th ese countries.  We note from
an August 25, 2011 Treasury Department press release that you entered into an $88M
settlement with Treasury’s O ffice 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 exte nt of your past, current, and anticipated
contacts with Iran, Syria, Sudan or Cuba, whether through affiliates, subsidiaries, or
other direct or indirect arra ngements.  Your response shoul d describe any services or
products you have provided to these count ries and any agreements, commercial
arrangements, or other c ontacts you have had with the governments of these
countries, or entities controlled by these governments.
3. Please discuss the materiality of any cont acts with Iran, Syria, Sudan and Cuba you
describe in response to the foregoing comment, and whether those contacts constitute
a material investment risk for your securi ty holders.  You should address materiality
in quantitative terms, including the approxi mate dollar amounts of any associated
revenues, assets and liabilities for the last  three fiscal years and the subsequent
interim period.  Also, address materiality in terms of qualitati ve factors that a
reasonable investor would deem import ant in making an investment decision,
including the potential impact of corpor ate activities upon a co mpany’s reputation
and share value.  Various state and munici pal governments, universities, and other
investors have proposed or adopted divestment or similar initiatives regarding
investment in companies that do business with U.S.-designate d state sponsors of
terrorism.  Your materiality analysis s hould address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have operations associated with Iran, Syria, S udan and Cuba. For instance, we note that

James Dimon
JPMorgan Chase & Co. December 19, 2011 Page 3
 your most recent proxy statement includes a shareholder proposal which expresses
concern about the fact that you are a larg e holder of PetroChina because of the
operations of its parent, China Na tional Petroleum Company, in Sudan.
4. Please discuss the applicability of the sanctions enacted by the U.S. government
under the Comprehensive Iran Sanctions Accountability and Divestment Act of 2010 and the corresponding Iranian Financial Sa nctions Regulations.   Discuss their
potential impact on your business, includi ng the extent to which you are party to
contracts with the U.S. government.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 11

5. We note your response to our prior comment six, in particular the draft disclosure
assessing the performance of certain execu tives against quantita tive and qualitative
priorities set for 2010.  We also note that  you intend to include this supplemental
disclosure as an appendix to the proxy stat ement.  Please confirm that such appendix
will be incorporated by reference into your  Form 10-K for the fiscal year ending
December 31, 2011.
6. Your proposed disclosure in response to our prior comment six only identifies one
performance target, the Investment Bank RO E target for Mr. Staley.  Please expand
your proposed disclosure to identify the targets (both quantitative and qualitative)
used to assess executive performance.  If no targets other than the one for Mr. Staley
were set in early 2010, please expand your propos ed disclosure to clearly state that
fact.
Form 10-Q for Fiscal Quarter Ended September 30, 2011

Item 2.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 4
Regulatory developments, page 9

7. We note your disclosure about proposed marg in rules for uncleared swaps that may
apply extraterritorially to U.S. firms doing business with foreign clients outside of the
United States, but may not apply to Europ ean and Asian firms doing business outside
the United States.  You also disclose that  if the rules become final as currently
drafted, you could be at a significant competitive disadvantage.  Please expand your
disclosure to indicate th e amount of revenues you generate from your derivatives
business with foreign clients outside of the United States.
 Mortgage repurchase liability, page 53

8. We note that you entered into two agreem ents that cover and have resolved
approximately one-third of your total mortga ge insurance rescissi on risk exposure.
We also note that on April 1, 2011 Freddie Mac issued a statement clarifying that
servicers are prohibited from entering into any agreements that modify the terms of a

James Dimon
JPMorgan Chase & Co. December 19, 2011 Page 4
 mortgage sold to Freddie Mac, including arrangement with a mortgage insurer under
which the mortgage insurer agrees not to is sue rescission and/or denial of coverage
letters.  On April 15, 2011, Fannie Mae issu ed a similar statement.  Please tell us
whether any of the loans subject to your tw o agreements with the mortgage insurers
are Freddie Mac or Fannie Mae loans.  If s o, please discuss the effect, if any, that the
prohibition has had on your two agreements or will have with respect to future agreements of this type.
 Selected European Exposure, page 77

9. Please refer to our previous comment 4 in  our letter dated August 3, 2011.  We note
your response and your helpful revised disclosures included on page 77 of your
September 30, 2011 Form 10-Q.  In your res ponse, you state that these disclosures
reflect the exposures as measured under the Firm’s internal risk management
approach; however, for the purposes of tran sparency regarding th e potential risk of
non-payment, we believe these disclosures would be enhanced by presenting credit
derivatives bought and sold on a gross basis, either within the table or included as a
footnote to the tabular disclosure.  If you believe the risk of nonpayment to be low
due to counterparty credit quality or other fact ors, please discuss that fact as well.  As
part of your revised disclo sure, please clarify whethe r your credit de rivatives bought
and sold have different maturity dates, a nd if so, please tell us why you believe it is
appropriate to provide this di sclosure on a net basis, either  within the table or in your
footnotes.

10. Additionally, as a related ma tter, please tell us whethe r you have purchased credit
protection with a shorter maturity date th an the bonds or othe r exposures against
which the protection was purchased. If so, please provide clarifying disclosure about
that fact, and discuss the risks presente d by this mismatch of maturities.

11. In future filings, please revise the narr ative discussion accompanying your table of
Selected European Exposure to discuss th e basis by which you identified the domicile
of the exposure for inclusion in your ta ble.  For example, discuss whether you
considered only the country in which the parent was domiciled versus the location of
the branch/office of the entity.  Disclo se how you selected your methodology for
determining domicile fo r your presentation.

James Dimon
JPMorgan Chase & Co. December 19, 2011 Page 5
 You may contact Rebekah Lindsey at ( 202) 551-3303 or Kevin Vaughn at (202) 551-
3494 if you have questions regarding comments on the financial statements and related
matters.  Please contact Seba stian Gomez Abero at (202) 55 1-3578 or me at (202) 551-3675
with any other questions.
Sincerely,
     /s/ Suzanne Hayes  Suzanne Hayes
Assistant Director

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Correspondence Letter

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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

CORRESP
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filename1.htm

Correspondence

 August 9, 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, Chief Financial Officer of JPMorgan Chase & Co. regarding the above-referenced filings. We intend to file our response on or about September 2,
2011.

Very truly yours,

 /s/ Louis Rauchenberger

Louis Rauchenberger

Corporate Controller

August 3, 2011
 Via E-mail

Douglas L. Braunstein Executive Vice President and Chief Financial Officer JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017
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 Mr. Braunstein:
 We have reviewed your July 1, 2011 response letter to our letter dated June 15, 2011
and have the following comments.  In some of our comments, we may ask you to provide us with information so we may be tter understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, including a draft of your proposed  disclosures to be made in
future filings, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            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 da ted 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 in to multiple risk factors, could be improved
by quantifying the effect those recently-enac ted laws and regulati ons will have on your
operations.  To the extent that the effect on your operations cannot be  determined, please
quantify the types of revenue streams that wi ll be affected such as revenues generated
from debit card interchange fees.

Douglas L. Braunstein
JPMorgan Chase & Co. August 3, 2011 Page 2
 If JPMorgan Chase does not effectively manage its liquidity, its busine ss could suffer, page 5

2. We note your additional disclosures on pa ges 115 and 196 of your filing and your
proposed disclosure provided in response to our prior comment thr ee in our letter dated
June 15, 2011.  Your risk factor discussion shoul d include material deta ils that impact an
investor’s understandin g of the risk and potential conse quences.  Please expand the future
risk factor disclosure to disclose any ne gative ratings outlook and quantify the additional
collateral you 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 th e allowance for credit losses and disclosing that such level
of net profit may not be sustainable.
 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 purpos es of providing tran sparent disclosure
regarding your exposure and the pot ential 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,  de rivatives or other fina ncing).  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 informati on by country and type of borrower (i.e.
sovereign or corporate and consumer).  A dditionally, please indicate whether you have
sold credit protection on any s overeign exposures related to these entities, and if so,
please disclose the notional amount of credit protection sold by count ry.  Please quantify
any impairment you have recorded related to  these exposures.  A tabular presentation
may be helpful.
 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 re vise your future filings to disclose the
reasons why your daily market risk-related losses did not ex ceed 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

Douglas L. Braunstein
JPMorgan Chase & Co. August 3, 2011 Page 3
 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 f act that the number of exceptions was significantly below the
number of instances statistically expected over the past two years.
 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 revise d draft disclosure.  Additionally, with
respect to comment 21 if the performance targ et is quantifiable, the target should be
disclosed in your discussion.  If you believe di sclosure is likely to result in competitive
harm, please present your analysis  supporting this determination.

Form 10-Q for Fiscal Quarter Ended March 31, 2011
Supplemental Mortgage Fees and Re lated Income Details, page 24

7. Please refer to our previous comment 24 in  our letter dated June  15, 2011.  We note your
proposed revised disclosures.  Please revise to  also disclose the magnitude of the change
in valuation related to each impacted assumption.

Consolidated Financial Statements
Note 13 – Loans, page 122

8. Please refer to our previous comment 27 in our letter dated June 15, 2011.  Please revise
your future filings to address the following:
 Please specifically tell us how you use th e regulatory database in monitoring the
credit quality related to second lien lo ans for which you do not own or service the
first lien.  In this regard, please provide more information about the types of data
provided.  Please clarify whether you have access to information at an individual
loan level or whether the information is mo re aggregated.  If the latter is true,
please explain how you apply the informa tion provided by the database to your
own portfolio and describe any adjustme nts you may make to the credit quality
information provided by the database to acc ount for any differences in portfolios.
 Separately disclose the delinquency rates for home equity loans that are in their
amortization period and those that are not.
 Revise to disclose the information provide d in response to the fifth bullet of our
previous comment 27 regarding the terms of the loans.
 Further, revise your disclosure in future  filings to address your statement provided
in the eighth bullet of your response to co mment 27 that “Because the majority of
the Firm’s HELOCs were fund in 2005 or late r, this particular risk factor should

Douglas L. Braunstein
JPMorgan Chase & Co. August 3, 2011 Page 4
 not be triggered in the near term (i.e ., those draw periods do not end until 2015 or
after) for the most significant porti on of the HELOC portfolio.”
 Disclose how you consider the differences  in delinquency rates for amortizing and
non-amortizing home equity loans in your de termination of the allowance for loan
losses.  Disclose whether the amortizing lo ans are considered a separate pool than
the non-amortizing loans and if so, discuss the qualitative factors you consider for
each pool.
 Note 23 – Litigation

Mortgage Foreclosure Investiga tions and Litigation, page 165

9. Please refer to our previous comment 30 in our letter dated June 15, 2011.  Please provide
us with your proposed disclosures.
 Form 8-K filed June 16, 2011

10. We note from your disclosure that you appear  to have transferre d responsibilities for
certain of your business lines to new decision makers.  The businesses transferred appear
to be currently located in your retail financ ial services segment but  we note that the new
decision makers appear to also  be the decision makers for certain of your other segments.
For example, Mr. Maclin, head of the Co mmercial Bank is now responsible for the
company’s Retail business, including the br anch network, consumer franchise, small
business banking and the Chase private client business, while still retaining his position
as the head of the Commercial Bank.  Simila rly, Mr. Smith, CEO of Card Services, will
take on responsibility for the firm’s Auto Finance and Student Lending businesses, in
addition to his current role.  We also note from your disclo sure in your Form 8-K filed
July 14, 2011 (your earnings re lease for the period June 30, 2011) that you continue to
report these lines of businesses in the Retail Fi nancial Services segment.  Please tell us
how you considered these transfers in dete rmining that these re porting units should
continue to be reported in the Retail Financia l Services segment.  Identify who the Chief
Operating Decision Maker is for each of the transferred units and describe how
information regarding thes e reporting units is comm unicated to that person.

You may contact Rebekah Linds ey at (202) 551-3303 or Ke vin W. Vaughn at (202) 551-
3494 if you have questions regarding comments on th e financial statements and related matters.
Please contact Sebastian Gomez Abero at ( 202) 551-3578 or me at (202) 551-3675 with any
other questions.
Sincerely,

   /s/ Suzanne Hayes  Suzanne Hayes
Assistant Director

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Correspondence Letter

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 Requested by JPMorgan Chase & Co.

  Page
 1

 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

June 15, 2011

Via E-mail
Douglas L. Braunstein Executive Vice President and Chief Financial Officer JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017
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
File No. 001-05805

Dear Mr. Braunstein:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  Where we have requested  changes in future filings, please include a
draft of your proposed disclosure s that clearly identifies new or  revised disclosures.  If
you do not believe our comments apply to your facts and circumstances or do not believe
an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, including the dr aft of your proposed disclosures, we may
have additional comments.     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 pa rticular the “Volcker Rule”.  We also

Douglas L. Braunstein
JPMorgan Chase & Co. June 15, 2011 Page 2
 note your disclosure that principal transact ions revenue consists of private equity
gains and losses, realized and unrealized gains and losses from trading activities
(including physical commodities inventorie s 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 fa ir 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 disc ussion of your proprietary trading, hedge
fund and private equity fund sponsorship  and investing activities, including
quantification of revenues fr om 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 e xpected to have on your business going forward.
Accordingly, please tell us, and revise future filings, to address the following:

 Clearly disclose how you define “propr ietary trading” for these purposes.

 Identify the trading desks and other rela ted business units that participate in
activities you believe meet the definiti on of proprietary trading. Identify
where these activities ar e 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 operati ng segment.  It is not clear if this
was the extent of your proprietary tradi ng business.  Please clarify if there are
other proprietary trading bus inesses.  If there are, please clearly identify the
extent to which such activities or bus iness 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.
 Revise your future filings to clearly id entify aspects of your business that are
similar to but excluded from your defini tion of “proprietary trading” for these
purposes. Clearly disclose how you differe ntiate such activities. Tell us the
extent to which you believe it is possibl e that such activit ies will be scoped
into the final regulatory defin ition of proprietary trading.

 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.

 Identify the business units that sponsor or invest in private equity or hedge
funds.  Identify where these activities are located in term s of your segment
breakdowns.  Quantify the gross revenues,  operating margins, total assets, and

Douglas L. Braunstein
JPMorgan Chase & Co. June 15, 2011 Page 3
 total liabilities associated with your sponsorship and investments in private
equity and hedge funds.  Clearly identif y 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.

Item 1A: Risk Factors, page 5

2. The introductory paragraph states that the “discussion sets forth some of the more
important risk factors…” and that “factor s besides those discussed below, MD&A
or elsewhere in this report or other reports that JPMorgan Chase filed or furnished
with the SEC, also could adversely affect the Firm.”  Please note you should identify and discuss all risk factors th at you believe are material in the “Risk
Factor” discussion and should not caution ag ainst risks that are not identified or
that are disclosed elsewhere.  For exampl e, please include separate risk factors
discussing the potential e ffects of the following:

 Basel III effects on your products and pricing;
 The Durbin amendment;
 A requirement that mortgage originator s hold a percentage of the risk of
the loans they make; and
 The Volker Rule.

We note the disclosure in “JPMorgan Ch ase operates within a highly regulated
industry and the Firm’s business and result s are significantly affected by the laws
and regulations to which it is subject, including recently-adopt ed legislation and
regulations,” and believe a more detailed discussion is necessary.  To the extent
that the effect on your revenues cannot be determined, please quantify the
revenues that will be affected such as  revenues generated from debit card
interchange fees.
 If JPMorgan Chase does not effectively mana ge its liquidity, its business could suffer,
page 5

3. Please disclose that Moody’s and S&P’s outlook is negative and quantify the
likely effect of a one and two not ch downgrade in credit rating.
  JPMorgan Chase’s commodities activities ar e subject to extensive regulation…, page 9

4. We note your disclosures on page 9 that you engage in the storage, transportation,
marketing or trading of several commodities, including metals, agricultural products, crude oil, oil products, natural gas, electric power, emission credits,
coal, freight, and related products and indices.  You also engage in power
generation and have invested in wind  energy and in sourcing, developing, and
trading emission reduction credits.  Please respond to the following:

Douglas L. Braunstein
JPMorgan Chase & Co. June 15, 2011 Page 4

 Please tell us in greater de tail the type of commoditi es that you invest in, the
activities that go into making a market in these commodities and the types of
revenue streams earned as a re sult of these activities.

 Tell us how you obtained your ownership in the various power generation
facilities you own, and tell us whethe r this is an area where you are
considering further investments.
 Tell us how and where the results of  your ownership interest in power
generation facilities are reflected in your consolidated financial statements,
including the amounts involved.
 Describe the relationship between your market making activities in various
commodities and your ownership in  power generation facilities.
 Management’s Discussion and Analysis, page 54

 Executive Overview, page 55

5. Please quantify the reductions in the allowa nce for credit losses in Card Services,
Retail Financial Services, the Investme nt Bank, Commercial Banking and in the
aggregate.  Please also include a risk fact or clearly disclosing th at the reduction in
the allowance for credit losses is a signifi cant driver of net income and that this
level of net profit may not be sustainable.
 Repurchase Liability, page 98

6. You state on page 99 that “The Firm ac tively reviews all resc ission notices from
mortgage insurers and contests them when  appropriate.”  You disclose on page
100 “During 2010, the Firm’s overall cure  rate, excluding Washington Mutual
loans, has been approximately 50%.”  This cure rate appears to apply to
repurchase requests not rescission notices.  Please tell us and consider disclosing
your success rates in getting the mortgage insurers to reinstate coverage due to
lack of a contractual breach.  Explain th e extent to which your success rate in
curing rescission notices is ultimately f actored into your overall cure rate as
disclosed on page 100.

7. You disclose on page 101 that “The Firm  has entered into agreements with two
mortgage insurers to resolve their claims  on certain portfolios for which the Firm
is a servicer. The impact of these agre ements is reflected in the repurchase
liability and the disclosed outstanding mort gage insurance rescission notices as of
December 31, 2010.”  In order to provide context for the reader to understand the extent of remaining rescission risk beyond that which has been limited by your
settlements with the two insurers, please revise to provide qu antification of the

Douglas L. Braunstein
JPMorgan Chase & Co. June 15, 2011 Page 5
 remaining exposure to the remaining mortga ge insurers compared to the exposure
which has been settled.

8. We note your disclosure that in certain data points you exclude mortgage insurers
because they themselves do not present repurchase demands to the firm.  Please revise your future filings to  clarify how and to what extent mortgage insurance
rescissions impact your liability for represen tations and warranties.  In this regard,
please address the following:

 Disclose and discuss the statistics on the percentage of mortgage insurance
rescissions that actually resu lt in repurchase demands.

 Disclose more clearly whether the holder of the mortgage is also aware of the
mortgage insurance rescission, as well as whether you have an obligation to
report the mortgage insurance rescissi on to the purchaser of the mortgage.

 Disclose when and how you establish reserves for mortgage insurance
rescissions, particularly where ther e is not yet a repurchase demand.
 Wholesale Credit Exposure – Sele cted Industry Exposures, page 121

9. We understand based on various disclosure s throughout your filing that you have
exposure to municipalities through direct investment s in both municipal bonds
and auction rate securities, as well as through your sponsorship of municipal bond
securitization vehicles.  We  also understand that you ma y have involvement with
municipalities as the underwriter of bond offerings, as a provider of guarantees
(typically letters of credit), and other aspects.  Please pr ovide us with an analysis
that summarizes and quantifies your various  exposures (both direct and indirect)
to state and local municipalities.  Please  also consider provi ding this type of
disclosure in your future filings to more  clearly identify and summarize any risk
concentration in this industry.
 Country Exposure, page 128

10. We note your disclosure on page 128 regard ing your credit exposures to certain
European countries, including Greece, Po rtugal, Spain, Italy and Ireland which
are less than $15 billion a nd $20 billion in aggregate at December 31, 2010 and
March 31, 2011 respectively.  Further, pl ease revise your disclosures regarding
such exposures to clarify how you consid ered your derivatives contracts in
computing the amount of exposure disclose d here.  For example, clarify whether
you considered derivatives where the counter party is domiciled in that country, as
well as CDS written or purchased to ec onomically hedge debt issued by that
country or for companies with debt domic iled in that country.  Specify whether
you include all OTC derivatives or  just credit derivatives.

Douglas L. Braunstein
JPMorgan Chase & Co. June 15, 2011 Page 6
 Modifications of Credit Card Loans, page 137

11. You disclose on page 137 that “Based on the Firm’s historical experience, the
Firm expects that a significant portion of the borrowers will not ultimately comply with the modified payment terms.”  Pleas e revise your future filings to quantify
the redefault rate of modified credit ca rd loans for the periods presented.
 Market Risk Management, page 142

 12. We note your disclosure on page 142 that you use historical changes in market
values.  Please more clearly describe in  future filings the method used (i.e.,
parametric, historical, full valuation, etc. ) and the level or number of market
factors used when calculating Value-at-R isk (or VaR) as presented throughout
this section.
 Consolidated Financial Statements

 Notes to Consolidated Financial Statements

Note 7 – Noninterest Revenue, page 199

13. We note your disclosure elsewhere of th e principal transactions revenue by
reporting segment.  Please respond to the following and expand your disclosures
in future filings to address the following:

 Tell us and expand your disclosures to pr ovide further discussion of the types
of instruments that generate the princi pal transaction revenu e by type of risk
and how those instruments affect the financial statement line items.  For
example, discuss how interest rate cont racts generate trading revenue (changes
in fair value which reflect X line item, and fee charged to customer, which affects X line item, etc).
 Describe the significant drivers of the principal transactions revenue.  For
example, discuss how much of the reve nue is driven by transaction fees (if
classified here) versus changes in fair value of the instruments.

 Tell us in more detail how principal transactions revenue is generated by
customer demand, the steps you take to f ill the order, and how the associated
revenue line items are affected.  For exam ple, if a customer requests a foreign
exchange swap, discuss the types of fees charged for the transaction, and
whether the principal transactions re venue you would recognize is the other
side of the swap transaction that the customer requested.

 Describe the types of pr incipal transactions reve nue streams recognized from
structured credit products, which are include d as part of credit  derivatives.

Douglas L. Braunstein
JPMorgan Chase & Co. June 15, 2011 Page 7

Note 14 – Loans, page 220

14. You disclose on page 220 that “Consumer  loans, other than risk-rated business
banking and auto loans and PCI loans, are generally charged off to the allowance
for loan losses upon reaching specified stag es of delinquency, in accordance with
the Federal Financial Institutions Exam ination Council (“FFIEC”) policy.”  Tell
us and disclose more clearly in futu re filings why you tr eated auto loans
differently than your other consumer loan s in terms of developing your charge-off
policy.  Clarify whether you view auto loans as homogeneous pools for purposes
of evaluating their risk char acteristics for determining when to charge-off a loan.
Identify the upper limits of the time fra me by which you typically charge-off auto
loans.

15. We note from your disclosure on page 222 that you identified  three portfolio
segments, Wholesale, Consumer, excludi ng credit card, and Credit card.  In
addition, we note that a segment is defi ned in ASU 2010-20 as the level at which
you develop and document a systematic methodology to determine your allowance for credit losses.  Given the uni que char

February 17, 2011
 Douglas L. Braunstein Chief Financial Officer JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017
By U.S. Mail and facsimile to (212) 622-0422
Re:  JPMorgan Chase & Co.
Form 10-K for the Fiscal Year Ended December 31, 2009 Form 10-Q for the Quarterly Period Ended March 31, 2010 Form 10-Q for the Quarterly Period Ended June 30, 2010 Form 10-Q for the Quarterly Period Ended September 30, 2010 Form 8-K filed January 14, 2011 File No. 001-05805

Dear Mr. Braunstein:

 We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Stephanie Hunsaker Senior Assistant Chief Accountant

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Correspondence Letter

 Confidential Treatment

Requested by JPMorgan Chase & Co.

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 February 15, 2011

Ms. Stephanie L. Hunsaker

 Senior
Assistant Chief Accountant

 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

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

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

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

Form 8-K filed January 14, 2011

 File No. 001-05805

 Dear Ms. Hunsaker:

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

 General

1.
 We note your response to prior comment 1 in our letter dated July 23, 2010. We do not agree with your conclusion that the opinion filed as
Exhibit 5.1 to your shelf registration statement (File No. 333-155535) satisfies the requirements of Item 601(b)(5)(i) of Regulation S-K. We note the same with respect to your shelf registration statement filed on October 13,
2010 (File No. 333-169900). Accordingly, please file clean legal opinions in connection with any takedowns from your shelf registration statements. Alternatively, you may amend your registration statements to file clean legal
opinions that cover future takedowns. See Securities Act Rules

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Compliance and Disclosure Interpretation 212.05 and Securities Act Forms Compliance and Disclosure Interpretation 118.02.

The Firm acknowledges the Staff’s comment with respect to the legal opinions filed as Exhibit 5.1 to each of the Firm’s shelf
registration statements (File Nos. 333-169900 and 333-155535), and will take this comment into consideration in connection with future drawdowns of securities from these registration statements.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

 Note 30. Commitments and contingencies, page 230

2.
Please be advised that we are still evaluating your response to prior comment two in our letter dated November 4, 2010.

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

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Loan modification activities – credit card loans, page 93

3.
We note that you have a significant credit card portfolio and that as of September 30, 2010 you had $8.8 billion of on-balance sheet credit card loans
outstanding for borrowers enrolled in a credit card modification program, substantially all of which are modifications that are considered to be troubled debt restructurings (TDRs). Please tell us whether any of your credit card loan agreements have
provisions where the interest rate on the credit card loan is automatically increased due to non-payment, late-payment, or similar events. If so, tell us how you determined the effective interest rate of the loan existing at the origination or
acquisition of the loan at the time of the TDR for purposes of measuring the amount of the impairment. For example, tell us whether for purposes of this calculation you assumed the interest rate existing at the origination was the original rate,
prior to being increased for any events of default/late payment, or the rate immediately in effect prior to the modification.

 Substantially all of the Firm’s credit card loan agreements have provisions where the interest rate on the loan may be (but is not automatically) increased due to nonpayment, late payment, or similar
events (the “penalty rate”). Beginning in 2010, penalty rates may be applied to outstanding balances only after the balance is 60 days past due and after a notification period of at least 45 days. The primary business purpose of the
penalty rate is to encourage borrowers to use their cards responsibly and to make at least minimum payments in a timely manner in accordance with the agreement.

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 ASC 310-40-35 requires that the expected future cash flows of the impaired loan be
discounted at the loan’s effective interest rate (the rate of return implicit in the loan), which is based on the loan’s original contractual rate. For purposes of measuring impairment on credit card loans restructured in troubled debt
restructurings, the Firm discounts expected cash flows at the loan’s original contractual rate (that is, the interest rate in effect prior to the imposition of a penalty rate), which generally ranges from approximately 14% to approximately 20%,
depending on the portfolio. The Firm does not believe that the penalty rate represents the rate of return implicit in a credit card loan as contemplated in ASC 310-40-35-12 and the Master Glossary, particularly since the Firm is generally unable to
collect such amounts from borrowers who are experiencing financial difficulty. Borrowers who are experiencing financial difficulty and become subject to the penalty rate are often considered for participation in one of the Firm’s modification
programs. If the borrower qualifies, then that borrower’s interest rate is reduced. If the borrower doesn’t qualify for one of the Firm’s modification programs because the borrower does not have the ability and/or intent to repay the
loan even under modified terms, it is unlikely that the borrower will make future payments based upon either the original contractual rate or the penalty rate; a significant majority of such loans are ultimately charged off. In either the case where
a financially distressed borrower enters a modification program or is not able to do so, the penalty rate is unlikely to be collected.

 Because of the nature and general uncollectibility of the penalty rate, the Firm believes that the penalty rate does not represent the loan’s implicit rate of return, and therefore the Firm
determines the effective interest rate of the loan using the loan’s original contractual rate. The Firm believes this policy is consistent with general industry practice.

 Consolidated Financial Statements

 Notes to Consolidated Financial Statements
(unaudited)

 Note 14 – Allowance of Credit Losses, page 154

4.
Please tell us whether your “formula-based” allowance for credit losses factors in contractual interest payments not expected to be collected on the loan.
If so, tell us how your model captures this expectation and consider providing further disclosure about this in your Form 10-K for the fiscal year ended December 31, 2010.

The formula-based component determined pursuant to 450-20 represents management’s estimate of probable losses of principal inherent
in the loan portfolio as of the balance sheet date. Consistent with the Firm’s response dated March 2, 2010 to the Staff’s question 2, this assessment is based on principal losses without regard to the timing of when losses are
expected to be realized. In addition, the Firm considers uncollectible future interest payments through its accounting policy for nonaccrual loans, under which interest is not accrued on loans when there is substantial doubt regarding
collectability. For credit card loans, which are not subject to the nonaccrual policy as

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permitted by regulatory guidance, the Firm establishes an allowance for the estimated uncollectible portion of billed and accrued interest and fee income.

When loans are identified as impaired (including loans modified in a troubled debt restructuring), the Firm assesses the allowance for
loan loss pursuant to ASC 310-10-35, and incorporates the effect of foregone interest in the present value calculation. This assessment considers all contractual cash flows (both principal and interest) expected to be received over the estimated
life of the impaired loan and applies a discount rate to those cash flows.

 The Firm will include a description of the
formula-based component of the allowance for credit losses in its Form 10-K for the year ended December 31, 2010.

 Form 8-K filed
January 14, 2011

5.
We note your disclosure on page 4 of your earnings release that you recorded a $632 million adjustment related to the timing of when you recognize charge-offs on
delinquent loans. Please tell us the cause of the change in charge-off policies for the specific loans in questions and enhance your disclosures in future filings to discuss the loans impacted and the reason for the change.

 The Firm’s policy, consistent with U.S. banking regulatory guidance, requires residential home loans to
be charged-off to the value of the collateral, less cost to sell (net realizable value) no later than when the loan becomes 180 days past due. Subsequent declines in the collateral value, until the final liquidation of the collateral, result in
further charge-offs. During the fourth quarter of 2010, the Firm recorded a $632 million aggregate adjustment to increase the amount of net charge-offs related to the Firm’s estimate of the net realizable value of the collateral underlying
delinquent residential home loans.

 To estimate the net realizable value of delinquent residential home loans and owned real
estate, the Firm obtains a real estate broker opinion of the value based on an exterior-only evaluation (“exterior opinion”) or appraisal values based on an appraisal undertaken after a “walk-through” of the interior of the home
(“interior appraisals”). These exterior opinions and interior appraisals are then adjusted (generally discounted) based on the Firm’s actual experience with liquidation values, considering factors such as the geographic location (i.e.
state) in which the property is located and type of mortgage (i.e. first or second lien). Since early 2009, the Firm has regularly reevaluated its valuation process and has made several refinements during that time period to take into consideration
recent changes in the factors that affect the net realizable value of delinquent home loans, including (i) the rapid declines in home prices that began to occur in 2008, (ii) the substantial lengthening of foreclosure timelines, and
(iii) uncertainties regarding the ultimate resolution (foreclosure, short sale, or modification) of loans in

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default (particularly given an increasing focus on modifying loans rather than foreclosure or short sale).

 In the fourth quarter of 2010, the Firm again updated its analysis of actual loan liquidation values over the past eighteen months, including data regarding the ultimate outcome of recent modification and
other loss mitigation activities. As a result, the Firm refined its collateral valuation processes to reflect in its loan-level charge-offs the increasing probability that seriously delinquent loans will be liquidated, and that the gap between
actual liquidation values received and the estimates originally obtained through exterior opinions would be realized. This refinement resulted in the Firm applying a larger standardized adjustment (discount) to the exterior opinions used to estimate
the net realizable value of the collateral at the time of charge-off for delinquent loans prior to foreclosure. This adjustment was deemed appropriate given that the Firm’s review revealed that exterior opinions received immediately prior to a
foreclosure were generally approximately 20% higher than the interior appraisal obtained at foreclosure, and that foreclosed homes are often sold at a discount to the interior appraisal for a variety of factors.

The application of these updated adjustments resulted in a lower net realizable value of $632 million, which was reflected as a charge-off
in the fourth quarter of 2010. The Firm will include a description of this adjustment in its Form 10-K for the year ended December 31, 2010.

6.
 We note your response to prior comment 4 to our letter dated November 4, 2010 where you indicate that you do not believe you can estimate the
amount of the losses that are at least reasonably possible in excess of the amounts accrued related to your mortgage repurchase liability. We also note statements made by your Chief Executive Officer on your fourth quarter earnings call that given
the levels that you have taken in both expense and reserves, and the guidance given for 2011, that you have a good chance of being “done” on the agency repurchase side. Furthermore, we note statements made by your Chief Financial Officer
on the same call indicating that you are likely to expense additional charges early in the year, but once determined that you are fully reserved, you would be charging future amounts against the reserve. Based on these factors, it would appear that
there is a reasonable possibility that there will be losses in excess of the amounts accrued and that you have the ability to estimate the amount, at least for some of your counterparties. We note that these amounts and estimates would be updated as
time progresses and new information is identified. Please tell us and revise your disclosure in future filings, beginning with your Form 10-K for the fiscal year ended December 31, 2010, to provide the range of reasonably possible losses for
all of your counterparties for which this is possible.

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 The Firm believes that estimating reasonably possible losses with respect to the
Firm’s mortgage repurchase liability is very challenging for several reasons, including the lack of an upper limit or claim amount. In addition, the potential exposure is largely dependent on the behavior of third-party claimants and future
macroeconomic conditions, the effects of both of which are difficult to predict. In light of these uncertainties, the Firm has described in its prior filings the sensitivity of the Firm’s repurchase liability to changes in assumptions.

 To further assist financial statement readers to understand the potential effects of reasonably possible scenarios on the
Firm’s mortgage repurchase liability, the Firm will enhance its disclosure in its Form 10-K for the year ended December 31, 2010 as follows:

 “Substantially all of the estimates and assumptions underlying the Firm’s established methodology for computing its recorded repurchase liability – including factors such as the amount of
probable future demands from purchasers, the ability of the Firm to cure identified defects, the severity of loss upon repurchase or foreclosure, and recoveries from third parties – require application of a significant level of management
judgment. Estimating the repurchase liability is further complicated by limited and rapidly changing historical data and uncertainty surrounding numerous external factors, including: (i) macro-economic factors, and (ii) the level of future
demands, which is dependent, in part, on actions taken by third parties such as the GSEs and mortgage insurers. While the Firm uses the best information available to it in estimating its repurchase liability, the estimation process is inherently
uncertain and imprecise and, accordingly, losses in excess of the amounts accrued as of December 31, 2010 are reasonably possible.

 The Firm believes the estimate of the range of reasonably possible losses, in excess of reserves established, for its repurchase liabilit

January 31, 2011
 Douglas L. Braunstein Chief Financial Officer JPMorgan Chase & Co. 270 Park Avenue
New York, NY  10017
By U.S. Mail and facsimile to (212) 622-0422

Re: JPMorgan Chase & Co.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Form 10-Q for the Quarterly Period Ended March 31, 2010 Form 10-Q for the Quarterly Period Ended June 30, 2010 Form 10-Q for the Quarterly Period Ended September 30, 2010 Form 8-K filed January 14, 2011 File No. 001-05805

Dear Mr. Braunstein:
 We have reviewed your filings as well as your response letter dated December 20, 2010
and have the following comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe future revisions are appropriate, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures,  we may have additional comments.
 Form 10-K for the fiscal year ended December 31, 2009

General
 1. We note your response to prior comment 1 in our letter dated July 23, 2010.  We do not agree
with your conclusion that the op inion filed as Exhibit 5.1 to yo ur shelf registration statement
(File No. 333-155535) satisfies the requirements of  Item 601(b)(5)(i) of Regulation S-K.  We
note the same with respect to your shelf registration statemen t filed on October 13, 2010 (File
No. 333-169900).  Accordingly, please file clean  legal opinions in connection with any
takedowns from your shelf registration stat ements.  Alternatively, you may amend your
registration statements to file clean legal opinions that cover future takedowns.  See

Douglas L. Braunstein JPMorgan Chase & Co. January 31, 2011 Page 2

Securities Act Rules Compliance and Disclo sure Interpretation 212.05 and Securities Act
Forms Compliance and Disclosure Interpretation 118.02.
 Consolidated Financial Statements

Notes to Consolidated Financial Statements
Note 30. Commitments and contingencies, page 230
 2. Please be advised that we ar e still evaluating your response to prior comment two in our
letter dated November 4, 2010.
 Form 10-Q for the Quarterly Period Ended September 30, 2010

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Loan modification activities – credit card loans, page 93
 3. We note that you have a significant credit car d portfolio and that as of September 30, 2010
you had $8.8 billion of on-balance sheet credit ca rd loans outstanding for borrowers enrolled
in a credit card modification program, substant ially all of which are modifications that are
considered to be troubled debt restructurings (TDRs).  Please tell us whether any of your
credit card loan agreements have provisions wher e the interest rate on the credit card loan is
automatically increased due to non-payment, late -payment, or similar events.  If so, tell us
how you determined the effective interest rate of the loan existing at the origination or
acquisition of the loan at the time of the TDR for purposes of  measuring the amount of the
impairment.  For example, tell us whether fo r purposes of this cal culation you assumed the
interest rate existing at the origination was the original rate, prior to being increased for any
events of default/late payment, or the rate im mediately in effect prior to the modification.
  Consolidated Financial Statements

Notes to Consolidated Financial Statements (unaudited)
Note 14 - Allowance for Credit Losses, page 154
 4. Please tell us whether your "formula-based" a llowance for credit losses factors in contractual
interest payments not expected to be collected  on the loan.  If so, tell us how your model
captures this expectation and c onsider providing further disclosu re about this in your Form
10-K for the fiscal year ended December 31, 2010.
   Form 8-K filed January 14, 2011

 5. We note your disclosure on page 4 of your ear nings release that you recorded a $632 million
adjustment related to the timing of when you recognize charge-offs on delinquent loans.
Please tell us the cause of the change in char ge-off policies for the specific loans in question
and enhance your disclosures in future filings to discuss the loans impacted and the reason
for the change.

Douglas L. Braunstein JPMorgan Chase & Co. January 31, 2011 Page 3

6. We note your response to prior comment 4 to  our letter dated November 4, 2010 where you
indicate that you do not believe you can estima te the amount of losses that are at least
reasonably possible in excess of the amounts accr ued related to your mortgage repurchase
liability.  We also note statements made  by your Chief Executive Officer on your fourth
quarter earnings call that given the levels that you have take n in both expense and reserves,
and the guidance given for 2011, that you have a good chance of being “done” on the agency
repurchase side.  Furthermore, we note statem ents made by your Chief Financial Officer on
the same call indicating that you are likely to expense additional charges early in the year,
but once determined that you are fully rese rved, you would be charging future amounts
against the reserve.  Based on these factors,  it would appear that there is a reasonable
possibility that there will be losses in ex cess of the amounts accrued and that you have the
ability to estimate the amount, at least for some  of your counterparties.  We note that these
amounts and estimates would be updated as  time progresses and new information is
identified.   Please tell us a nd revise your disclosure in futu re filings, beginning with your
Form 10-K for the fiscal year ended December 31, 2010, to provide the range of reasonably
possible losses for all of your counter parties for which this is possible.
 You may contact Michael Seaman at (202) 551-3366 or Mark Webb at (202) 551-3698 if
you have questions regarding comment one.  Plea se contact Benjamin Phippen, Staff Accountant
at (202) 551-3697 or me at (202) 551-3512 with any other questions.

Sincerely,
      Stephanie L. Hunsaker
Senior Assistant Chief Accountant

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 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;

 Confidential Treatment

Requested by JPMorgan Chase & Co.

 Page 5

—

 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

November 4, 2010
  Douglas L. Braunstein
Chief Financial Officer
JPMorgan Chase & Co. 270 Park Avenue New York, NY  10017
By U.S. Mail and facsimile to (212) 622-0422

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 Filed August 6, 2010 File No. 001-05805

Dear Mr. Braunstein:
 We have reviewed your response letter da ted August 10, 2010 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not be lieve future revisions are appropriate, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures,  we may have additional comments
  Form 10-K for the fiscal year ended December 31, 2009

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

Douglas L. Braunstein JPMorgan Chase & Co. November 4, 2010 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 fr om 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 po ssible loss cannot be estimated and are unclear
why you believe you are in full compliance with th e above referenced guidance. Further, we
note the extensive disclosures about your significant  litigation matters in It em 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 di scussion of the reasonab ly possible loss or
range of possible loss, by indivi dual case or in the aggregate to  allow an investor to fully
understand your liability exposure.  These di sclosures should be updated quarterly as
additional information is obtai ned and new cases are filed.  Please provide us with your
proposed disclosure and revise you r future filings accordingly.
 Note 31. Off-Balance sheet lending-related fina ncial instruments, guarantees and other
commitments
Indemnifications for breaches of re presentations and warranties, page 233
 3. We note your response to prior comment 3 fr om 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 not e your disclosure in your Form 8-K filed
on October 13, 2010, with the 2010 third quarter earnings release, th at total production
revenue was reduced by $1.5 billion of repurchas e losses and included a $1.0 billion increase
in the repurchase liability dur ing the quarter reflecting highe r estimated future repurchase
demands.  Given the significance of the rea lized losses and provision for repurchase losses
recognized during the third quart er of 2010 compared to hist orical 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 s upporting the period-to-pe riod changes in your
realized losses, provision for repurchase loss es and resulting repurchase liability focusing
on the specific facts and circumstances that re sulted in the third quarter 2010 increases in
all three of these components;

• a comprehensive discussion linking your met hodology for estimating losses attributable
to probable future demands to the large incr ease 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 significan t changes in your underlying

Douglas L. Braunstein JPMorgan Chase & Co. November 4, 2010 Page 3

assumptions.  If so, please provide a detailed  analysis of any such changes, including
quantification of the effect of these change s on your repurchase liability from quarter to
quarter.
 4. As a related matter, we note your generic disclosu re that the Firm is not able to estimate a
range of reasonably possible lo ss as defined by ASC 450 relate d to indemnifications for
breaches of representations and warranties and remain unclear why you believe you are in
full compliance with the above referenced gui dance.  Given the la rge realized loss and
provision for repurchase losses recorded in the th ird quarter of 2010, it is apparent that these
indemnifications matters are significant and that  there could be exposure to loss in excess of
amounts accrued.  Thus, we continue to beli eve a more transparent discussion of the
reasonably possible loss or range of possible loss is required  so that an investor may
understand your liability exposure.  To the extent th at it is at least reason ably possible that an
exposure to loss exists in excess of amounts accr ued, please provide us w ith, and disclose in
future filings, an estimate of the possible loss or range of loss.  These disclosures should be updated quarterly as additional information is obtained.

You may contact Michael Seaman at (202) 551-3366 or Mark Webb at (202) 551-3698 if
you have questions regarding comment one.  Plea se contact Benjamin Phippen, Staff Accountant
at (202) 551-3697 or me at (202) 551-3423 with any other questions.

Sincerely,
      Amit Pande
Accounting Branch Chief

July 23, 2010
 Douglas L. Braunstein Chief Financial Officer JPMorgan Chase & Co. 270 Park Avenue New York, NY  10017
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 File No. 001-05805
 Dear Mr. Braunstein:
 We have reviewed your filing and your re sponse letter dated May 19, 2010 and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.             Form 10-K for the fiscal year ended December 31, 2009

 General

 1. It does not appear that you have filed “clean” opini ons of counsel in connection with your
ongoing sales of linked notes under your sh elf registration statement (File No. 333-
155535).  Please advise us why “clea n” opinions have not been f iled, or if they have been
filed, where they are located.

Douglas L. Braunstein JPMorgan Chase & Co.
July 23, 2010 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 11 to  our letter dated April 30, 2010 and your
enhanced litigation-related disclosure s 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 discusse d 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 po ssible 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 pr oviding additional disclosure th at could allow a reader to
evaluate the potential magnitude of the claim.
Note 31. Off-Balance sheet lending-related fina ncial instruments, guarantees and other
commitments
Indemnifications for breaches of re presentations and warranties, page 233
 3. We note your disclosure on page 233 of 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.

• Revise future filings to disclose the level of unresolved claims ex isting at the balance
sheet dates by claimant (GSE, monoline insure r, mortgage insurer, other).  If this
amount has grown over the periods for any cl aimant, please address any qualitative
factors that are considered in your  methodology to account for this fact.
 • Tell us whether you have experienced additi onal repurchase requests in more recent
periods from mortgage insurers, monoline insu rers or other invest ors.  If so, please
tell us how you have increased the reserve related to these claimants and discuss how
this additional reserve was established.  As  part of your response, please address the
success rates you are experien cing with these claims.

• Revise future filings to di sclose, by claimant, the unpaid principal balance related to
investor demands that were resolved eith er by repurchasing the loan or reimbursing

Douglas L. Braunstein JPMorgan Chase & Co.
July 23, 2010 Page 3

the investor for losses during the periods, and the fair valu e of the loans subject to
these claims;
• Revise future filings to disclose which particular representations and warranty
provisions are resulting in the most repurch ases/reimbursements.  As part of your
revised disclosure, please addr ess any trends in terms of losses associated with the
various types of defects;
• Tell us whether the claims resulting are aris ing in greater part due to loans sourced
from brokers or other mortgage companies.  If  so, tell us how this is factored into the
estimation of your accrued liability.
• Revise future filings to address any tre nds or differences in your exposure to
repurchase requests relative to  others in your industry.
 4. We note your response to comment 10 to our letter dated April 30, 2010 and your
enhanced disclosure on page 151 of your March 31, 2010 Form 10-Q in which you state
that the Firm does not believe a “meaningf ul” range of reasonably possible loss (as
defined by the relevant accounting literature) related to its repurchase liability can be
determined for asserted and probable unasserted  claims as of March 31, 2010.  We do not
believe this disclosure is c onsistent with the guidance in ASC 450 and continue to believe
that, where a range of reasonabl y possible loss is estim able and the top of the range is in
excess of the amount accrued, the range shoul d be disclosed pursuant to ASC 450-20-50-
3.  Please revise your disclosure in future filings to provide su ch disclosure or tell us in
greater detail why you believe it is not a ppropriate. In your response, consider your
disclosure on page 48 of your March 31, 2010 Form 10-Q about the approximate $1.7 billion impact on your repurchas e liability assuming a simult aneous 10% adverse change
in each of the variables noted, and tell us how this relates to th e range of reasonably
possible loss.
 Item 11.  Executive Compensation

Definitive Proxy Statement on Schedule 14A
Compensation Discussion and Analysis
General
 5. We note your discussion of risk with respec t to your compensation programs throughout
the proxy statement and it does not appear th at you have included any disclosure in
response to Item 402(s) of Regulation S-K.  Please advise us of the basis for your
conclusion that disclosure is not necessary  and describe the process you undertook to
reach that conclusion.
 6. We are aware of the Federal Reserve’s “horiz ontal review” of compensation practices at
large, complex banking organizations.  Taki ng into consideration any discussions you
have had with other regulators, please confir m that you continue to believe that risks

Douglas L. Braunstein JPMorgan Chase & Co.
July 23, 2010 Page 4

arising from your compensation policies and practices for employees are not reasonably
likely to have a material adverse effect on you.
 Relevant Marketplace, page 20

 7. In this section, you reference your market-based evaluation of compensation levels for
the named executives.  In future filings, pl ease revise this sect ion to identify your
benchmarks and any components, including the companies in your comparison group.  Please provide us with a draft of your proposed fu ture disclosure as if it were included in
this year’s proxy statement.
 Form 10-Q for the Quarterly Period Ended March 31, 2010

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Country Exposure, page 65
 8. We note your disclosure that the Firm’s aggregate exposure to Greece, Portugal, Spain, Italy and Ireland is modest relative to the Fi rm’s overall risk exposur es, that a substantial
portion of this exposure is secured by cash and securities collateral or is hedged, and that
as a result you currently  believe your exposure to these fi ve countries in manageable.
Please tell us the amount of sovereign and non- sovereign exposures in  these countries as
of March 31, 2010 and consider providing this aggregated data in all future filings beginning with your June 30, 2010 Form 10-Q.  In addition, please provide us with an
enhanced description of your process for measuring, managing and monitoring the risk of
loss associated with these exposures, describe in more detail how you were able to categorize the overall exposure to these count ries as “modest” and “manageable” and
consider the need to include  similarly enhanced disclosu res in all future filings.

Consolidated Financial Statements

Notes to Consolidated Financial Statements
Note 16 - Goodwill and Other In tangible Assets, page 143
 9. We note your disclosure surrounding your goodwill impairment analysis and more specifically, the elevated risk for goodwill impa irment associated with the RFS and Card
Services reporting units.  We also note your disclosure on page 31 that the management
estimates that, as a result of continuing its phased impl ementation of the CARD Act
during 2010, Card Services’ annual net in come may be adversely affected by
approximately $500 million to $750 million. Please  tell us the percentage by which the
fair value of these reporting units exceeded  the carrying value as  of March 31, 2010 and
provide similarly enhanced disclosure either here or in management’s discussion and analysis in all future filings beginning w ith your June 30, 2010 Form 10-Q.  Furthermore,
in the interest of providing readers with better insight into management’s judgment in estimating fair values of these reporting un its and accounting for goodwill, and to enable
readers to assess the probability of a future  material goodwill impairment charge, please

Douglas L. Braunstein JPMorgan Chase & Co. July 23, 2010 Page 5

tell us and revise future filings to provide enhanced disclosure surrounding your
impairment analysis for these reporting units similar to and complementing that provided
on page 130 of your December 31, 2009 Form 10-K. This could include but not be
limited to a robust discussion of the degree of uncertainty  associated with the key
assumptions, providing specifics to the extent  possible (e.g., the valu ation model assumes
recovery from a business downturn within a defined period of time) and an enhanced
description of potential events and / or changes in circumstan ces that could reasonably be
expected to negatively a ffect the key assumptions.
 You may contact Benjamin Ph ippen, Staff Accountant, at (202) 551-3697 or Amit Pande,
Accounting Branch Chief, at (202) 551-3423 if you have questions regarding comments on the financial statements and related matters.  Plea se contact Michael Seam an at (202) 551-3366 or
me at (202) 551-3418 with any other questions.
Sincerely,

William Friar
Senior Financial Analyst

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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.

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REQUESTED BY JPMORGAN CHASE & CO.

Page 3

    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.

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REQUESTED BY JPMORGAN CHASE & CO.

Page 4

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.

Page 5

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.

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May 19, 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

File No. 001-05805

Dear Mr. Friar:

     We are in receipt of the letter, dated April 30, 2010, to Michael J. Cavanagh, 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 filing.

     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 (other than comment No. 1),
together with our responses.

Form 10-K For Year Ended December 31, 2009

Management Discussion and Analysis of Financial Condition and Results of Operations

2010 Business outlook, page 43

    2.

    We note your disclosure on page 44 that as a result of the recently-enacted credit card
legislation, management estimates are that Card Service’s annual net income may be adversely
affected by approximately $500 million to $750 million.

    •

    Provide us with, and revise filings to include, a robust description of the Credit
Card Accountability Responsibility and Disclosure Act of 2009 (CARD Act) focused on the
most significant provisions of the CARD Act on industry practices, including marketing,
underwriting, pricing, billing and other aspects of the credit card business; and

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Page 2

    •

    As it relates to your credit card securitization activities, please tell us whether,
and if true, how the CARD Act impacted the valuation (fair value) of your credit card
residuals at December 31, 2009. For example, it appears that certain provisions in the
CARD Act could impact the timing, and possibly the amount, of cash flows to the trust,
which would appear to have an effect on the valuation of the trust residual. Please
tell us whether you have made any significant changes to historical assumptions used in
your valuation model for these residuals in response to this change in operating
environment as a result of the CARD Act and if true, whether these changes had a
material impact on your results of operations.

The Firm provided a description of the most significant aspects of the CARD Act and the related
changes to the Firm’s business practices on page 32 of its March 31, 2010 Form 10-Q.

The Firm’s reported residual interests in credit card securitization trusts at December 31, 2009,
included $1.0 billion of escrow accounts, $854 million of “discount receivables” (which are more
fully discussed in a letter to the Staff dated January 29, 2010), and $[Redacted] of interest-only
strips. Unlike interest-only strips, the valuations of the escrow accounts and discount
receivables are not highly sensitive to future income expected to be earned. Therefore, the CARD
Act had no significant impact on the valuation of either of these residual interests.

The Firm considered the relevant aspects of the CARD Act in valuing its interest-only strips. The
value of the interest-only strips declined from approximately $[Redacted] at March 31, 2009 (i.e.,
the reporting date preceding the enactment of the CARD Act), to $[Redacted] at December 31, 2009.
While effects of the CARD Act contributed to the change in the value of the Firm’s interest-only
strips during that time period, the overall decline in value was primarily attributable to higher
expected credit losses. The $[Redacted] decline in value of the interest-only strips did not have
a material impact on the Firm’s results of operations.

Residential real estate loan modifications activities, page 114

    3.

    Please consider enhancing your disclosure in future filing to quantify the type of
concessions made on these troubled debt restructurings as well as your commercial loan
troubled debt restructurings disclosed on page 101 (reduction in interest rate, payment
extension, forgiveness of principal, etc). In addition, please consider disclosing your
successes with the different types of concessions.

The Firm enhanced its disclosures regarding the types of, and success with respect to, concessions
made in modifications to consumer and credit card loans on pages 76-77 of its March 31, 2010 Form
10-Q.

In addition, the Firm expanded its disclosure regarding the types of concessions typically granted
in modifications of wholesale loans on page 128 of its March 31, 2010 Form 10-Q. The Firm does not
believe that more detailed disclosures quantifying the different types of, and success with respect
to, such concessions related to wholesale loans would generally be informative to users of its
financial statements. This is because the Firm’s modifications of wholesale loans are specifically
tailored to each borrower and are typically not conducted in a programmatic manner. Accordingly,
the success of a wholesale loan modification (that is, whether the restructured loan is paid in
full, based on the modified terms) is more dependent on borrower-specific factors than on the type
of concession granted.

CONFIDENTIAL TREATMENT

REQUESTED BY JPMORGAN CHASE & CO.

Page 3

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 13 – Loans, page 192

    4.

    We note that your loan portfolio included $68.2 billion of commercial and industrial loans
and another $57.2 billion of real estate loans which represent credit extended for real
estate-related purposes to borrowers who are primarily in the real estate development or
investment business. Given the relatively high level credit risk typically associated with these types of lending
products, please tell us, and consider revising future filings to disclose the following
information related to loans with interest reserves:

    •

    The amount of interest reserves recognized during the periods presented, the amount
of capitalized interest recorded in your loan portfolio, and the amount of these loans
that are non-performing;

    •

    Your policy for recognizing interest income on these loans;

    •

    How you monitor the projects throughout their lives to make sure the properties are
moving along as planned to ensure appropriateness of continuing to capitalize interest;

    •

    Whether you have extended, renewed or restructured terms of the related loans and
the reasons for the changes;

    •

    Your underwriting process of these loans and any specific differences as compared to
loans without interest reserves ; and

    •

    Whether there were any situations where additional interest reserves were advanced
to keep a loan from becoming nonperforming.

Loans with interest reserves exist primarily in the Firm’s wholesale construction lending
portfolios, and represent a small subset of the Firm’s $57.2 billion of wholesale real estate
loans. The Firm’s origination of new wholesale construction loans with interest reserves has been
limited in the last several years. Accordingly, the balance of these types of loans has been
declining and, at December 31, 2009, the outstanding principal balance of wholesale construction
loans with interest reserves was approximately $[Redacted], of which $[Redacted] was classified as
nonperforming. During 2009, the Firm recognized less than $[Redacted] of interest income with
respect to wholesale construction loans with interest reserves. Unused interest reserves totaled
approximately $[Redacted] as of December 31, 2009.

The credit characteristics of the Firm’s commercial real estate portfolio, by sub-portfolio (e.g.,
multi-family, commercial lessors, commercial construction and development), is presented on page
108 of the Firm’s December 31, 2009 Form 10-K. Given the size and seasoning of the Firm’s remaining
portfolio of loans with interest reserves, and the fact that such loans do not present a
significant credit risk to the Firm, the Firm has not included incremental disclosures for this
portfolio in its March 31, 2010 Form 10-Q. We will consider expanded disclosures in future filings
if the Firm’s portfolio of loans with interest reserves materially increases and begins to have a
material effect on the Firm’s credit statistics.

CONFIDENTIAL TREATMENT

REQUESTED BY JPMORGAN CHASE & CO.

Page 4

For the Staff’s information, responses to the Staff’s additional questions are detailed below.

The Firm’s standard policies for interest income recognition are applied to all construction loans,
including those with interest reserves. As long as the Firm continues to expect repayment of the
loan according to its contractual terms, interest income continues to be recognized. If the Firm
were to determine at anytime during the life of the loan that full payment of principal and
interest was in doubt, then the accrual of interest would cease and the loan would be classified as
nonperforming.

The Firm actively monitors projects during the construction phase to ensure that the projects are
proceeding as planned. Typically, the Firm hires third party architectural consultants to evaluate
the progress of construction and ensure that the progress remains in line with the drawn funding.
In addition, each time the borrower requests to draw funds from the interest reserve, the Firm
analyzes the amount of the interest reserve to ensure that it will continue to cover projected
interest costs through the date at which the collateral will be able to generate sufficient cash
flows to service the debt independently (i.e., the property is “stabilized”). If the analysis
indicates an expected shortfall before the property is stabilized, then the borrower would
typically be required to fund a cash collateral account from which any actual interest shortfall
would be paid. The Firm would not capitalize any interest relating to an actual interest shortfall
if it were to occur.

The Firm may extend or renew maturing construction loans in the normal course of business. The
initial term of construction loans is often established to cover the projected actual construction
period, and extensions and renewals are generally expected to be provided, assuming construction
has progressed as projected, until the collateral is fully stabilized and eligible for term
financing from a third party. As part of the extension or renewal process, the loan is
re-underwritten to properly assess the credit risk and to ensure the collateral coverage remains
sufficient. When the Firm extends, renews, or otherwise modifies a loan to a borrower, the Firm
assesses whether the modified loan should be accounted for and reported as a troubled debt
restructuring (that is, the Firm considers whether the modified terms represent a concession to a
borrower that is experiencing financial difficulty).

As noted above, construction loans with interest reserves are underwritten such that the interest
reserve amount is expected to be adequate to sustain the project until it is fully stabilized. For
example, a loan structure that requires 100% of the borrower’s equity to be advanced prior to
disbursement of loan funds would require an interest reserve to ensure that there are sufficient
funds available to the borrower to make interest payments until the property generates sufficient
cash flow independently. In contrast, interest reserves would typically not be used on loans
secured by properties that are already stabilized. Other than matters specifically related to the
establishment of the interest reserve itself, there is no substantive difference in the Firm’s
underwriting process for loans with an interest reserve compared with the process for loans without
an interest reserve.

The Firm does not advance additional interest reserves simply to keep a loan from becoming
nonperforming. In some cases, the Firm does consider advancing additional funds to the borrower
because the interest reserve has been depleted before the property is stabilized. In such
circumstances, the Firm would generally advance additional funds to the borrower only if the
current and projected value of the property is sufficient to ensure repayment of such advances.

    5.

    We note your disclosure on pages 101, 114, 195 and 254 that you had approximately $9.4
billion of non-purchase credit impaired restructured loans ($1.1 billion wholesale loans, $3.1
billion residential real estate loans and $5.1 billion credit card loans), of which $7.9
billion appears to be classified as performing at December 31, 2009. We also note your
disclosure on

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REQUESTED BY JPMORGAN CHASE & CO.

Page 5

    page 114 that restructured loans may be returned to accrual status when payment
is reasonably assured and the borrower has made a minimum of six payments under the new terms.
Given the increasing amount of restructured loans and the fact that is appears 85% of these
restructured loans are accruing at December 31, 2009, please tell us, and revised future
filings to clearly and comprehensively discuss, the following:

    •

    All of the factors that you consider at the time a loan is restructured to determine
whether the loan should accrue interest.

    •

    Clarify whether all of the troubled debt restructurings are classified as
non-accrual at the time the loan is restructured. If not, quantify the amount of
troubled debt restructurings that were classified as accrual upon restructuring and
explain in detail how you determined that the loan was restructured so as to be
reasonably assured of repayment and of performance according to prudent modified terms
and is supported by a current, well-documented credit assessment of the borrowers
financial condition and prospects for repayment under the revised terms.

    •

    For any of your troubled debt restructurings that accrued interest at the time the
loan is restructured, whether you have charged-off any portion of the loan. If you
have, please tell us how you concluded that repayment of interest and principal
contractually due on the entire debt is reasonably assured.

    •

    Consider revising your accounting policy on page 193 to discuss how you determine
whether the borrower has demonstrated repayment performance with modified terms.
Specifically consider providing similar disclosure to that provided on page 114,
including, but not limited to the fact that restructured loans may be returned to
accrual status when payment is reasonably assured and the borrower has made a minimum
of six payments under the new term.

As disclosed on page 205 of the Firm’s December 31, 2009 Form 10-K, the Firm’s policy is to exempt
credit card loans, including modified credit card loans, from being placed on nonperforming status,
as permitted by regulatory guidance. Excluding the $5.1 billion of modified credit card loans, the
Firm had, at December 31, 2009, approximately $4.2 billion of non-purchased credit impaired
modified loans ($3.1 billion of consumer loans and $1.1 billion of wholesale loans),
of which approximately 38%, or $1,584 million ($966 of consumer loans and $618 of
wholesale loans) was considered to be performing.

In predominantly all cases, consumer (excluding credit card) and wholesale loans modified in a
troubled debt restructuring were considered nonperforming prior to the modification. These loans

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

May 3, 2010

By U.S. Mail and Facsimile to: (212) 270-1604

Mr. Michael J. Cavanagh Chief Financial Officer JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017

Re: JPMorgan Chase & Co.
 Form 8-K filed January 15, 2010  File No. 001-05805

Dear Mr. Cavanagh:

We have completed our review of your Form 8-K filed January 15, 2010 and have
no further comments at this time.
Sincerely,

Amit Pande Accounting Branch Chief

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Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 1

April 12, 2010

Mr. John P. Nolan, Senior Assistant Chief Accountant

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

    File No. 001-05805

Dear Mr. Nolan:

     We are in receipt of the letter, dated March 29, 2010, to Michael J. Cavanagh, 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 filing.

     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 Year Ended December 31, 2009

We are currently reviewing your Form 10-K for fiscal year ended December 31, 2009. In our effort
to better understand the decisions you made in determining the accounting for certain of your
repurchase agreements, securities lending transactions, or other transactions involving the
transfer of financial assets with an obligation to repurchase the transferred assets, we ask that
you provide us with information relating to those decisions and your disclosure.

With regard to your repurchase agreements, please tell us whether you account for any of those
agreements as sales for accounting purposes in your financial statements. If you do, we ask that
you:

    •

    Quantify the amount of repurchase agreements qualifying for sales accounting at each
quarterly balance sheet date for each of the past three years.

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Requested by JPMorgan Chase & Co.

Page 2

    •

    Quantify the average quarterly balance of repurchase agreements qualifying for sales
accounting for each of the past three years.

    •

    Describe all of the differences in transaction terms that result in certain of your
repurchase agreements qualifying as sales versus collateralized financings.

    •

    Provide a detailed analysis supporting your use of sales accounting for your repurchase
agreements.

    •

    Describe the business reasons for structuring the repurchase agreements as sales
transactions versus collateralized financings. To the extent the amounts accounted for as
sales transactions have varied over the past three years, discuss the reasons for quarterly
changes in the amounts qualifying for sales accounting.

    •

    Describe how your use of sales accounting for certain of your repurchase agreements
impacts any ratios or metrics you use publicly, provide to analysts and credit rating
agencies, disclose in your filings with the SEC, or provide to other regulatory agencies.

    •

    Tell us whether the repurchase agreements qualifying for sales accounting are
concentrated with certain counterparties and/or concentrated within certain countries. If
you have any such concentrations, please discuss the reason for them.

    •

    Tell us whether you have changed your original accounting on any repurchase agreements
during the last three years. If you have, explain specifically how you determined the
original accounting as either a sales transaction or as a collateralized financing
transaction noting the specific facts and circumstances leading to this determination.
Describe the factors, events or changes which resulted in your changing your accounting and
describe how the change impacted your financial statements.

During the years ended December 31, 2009, 2008 and 2007, all of the Firm’s repurchase agreements
were accounted for as secured borrowings on the Firm’s Consolidated balance sheets.

The accounting for repurchase agreements is set forth in ASC 860. That guidance indicates that if
(i) the transferor has legally isolated the asset (that is, put the asset presumptively beyond the
reach of the transferor and its creditors), (ii) the transferee has the right to pledge or exchange
the transferred asset and (iii) the transferor does not maintain effective control over the
transferred asset, then the transaction is required to be accounted for as a sale and a forward
purchase. If these conditions have not been met, then the transaction is accounted for as a
secured borrowing.

A key
consideration in evaluating effective control (item (iii) above) is the transferor’s ability to repurchase the
asset on substantially the agreed terms, even in the event of default by the transferee.
In particular, ASC 860 requires that, for the transferor to be deemed
to maintain

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Page 3

 effective
control over the transferred asset, the transferor must at all times during the contract term have obtained
cash or other collateral sufficient to fund substantially all of the cost of purchasing replacement
assets from others. The Firm has interpreted “substantially
all” to mean 90% or more of the
transferred asset’s fair value. Thus, the Firm considers receipt of cash collateral having at least
90% of the transferred asset’s fair value as being necessary to demonstrate that the transferor has
maintained effective control.

The Firm’s business practice is to require margining agreements using thresholds and collateral
levels consistent with the conventions in the various markets in which it operates,
considering the creditworthiness of the counterparty and the nature and liquidity of the
transferred asset subject to repurchase. For liquid securities (such as treasuries and agency
securities) which represent virtually all of the assets transferred in the Firm’s repurchase
agreements, market conventions for collateral levels are significantly more than the Firm’s 90%
threshold requirement and, accordingly, all such transactions are accounted for as secured
borrowings.

For the insignificant amount of the Firm’s repurchase agreements in which the Firm transferred
securities that are less liquid or that have higher price volatility, market convention is to apply
larger collateral haircuts (i.e., the amount of cash collateral received may be significantly less
than the value of the security transferred). However, the Firm also accounts for such repurchase
agreements as secured borrowings because they generally do not meet the other conditions for sale
accounting required by ASC 860-10-40.

The Firm confirms that it has not changed its accounting policy for recording secured financing
transactions during the last three years.1

For those repurchase agreements you account for as collateralized financings, please quantify the
average quarterly balance for each of the past three years. In addition, quantify the period end
balance for each of those quarters and the maximum balance at any month-end. Explain the causes
and business reasons for significant variances among these amounts.

Refer to
Appendix A for the data requested.

The Firm’s repurchase and resale agreements fluctuate over time due to
customers’ financing needs; the Firm’s matched book activity; ongoing management of the mix, at any given point in time, of the
Firm’s liabilities, including its secured and unsecured financing and deposits (for both the investment and trading portfolios);
and other market and portfolio factors.

Repurchase agreements

Repurchase balances increased from the second half of 2007 to the end of 2008 primarily as a result
of increases in customer activity, including the effect of the liabilities assumed in connection
with the Bear Stearns merger, with a peak level of customer activity
occurring in the third quarter
of 2008. The increase in repurchase balances during 2009 was primarily

    1

    The Firm notes that FASB Staff Position
FAS 140-3, “Accounting for Transfers of Financial Assets and Repurchase
Financing Transactions” was adopted effective January 1, 2009.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 4

 attributable to favorable
pricing and the financing of the increase in the Firm’s investment portfolio.

Resale agreements

From the first quarter of 2007 through the fourth quarter of 2009, fluctuations in the Firm’s
resale balances were primarily the result of customer demand for liquidity. The Firm’s balances
peaked in the third quarter of 2008, concurrent with the collapse of Lehman Brothers, as customers
had fewer institutions from which they could obtain secured financing due to broad dealer
de-leveraging. In addition, balances increased in March 2008 as a result of the announced Bear
Stearns merger. Balances began to decrease in the fourth quarter of 2008 as customer activity
returned to more normalized levels.

Securities borrowed

The Firm’s securities borrowed balances increased in the second quarter of 2008 as a result of the
Bear Stearns merger.

Disclosure

The Firm discloses material changes in the amounts of its repurchase agreements, resale
agreements and securities borrowed in its Exchange Act filings with the  Commission.
These disclosures are typically addressed in the Balance Sheet
 Analysis section of  Management’s Discussion and Analysis.  See, for example, pages
76-77, 77, and 61 of the Firm’s Forms 10-K for the years ended

December 31, 2009,
2008, and 2007, respectively.

In addition, please tell us:

    •

    Whether you have any securities lending transactions that you account for as sales pursuant
to the guidance in ASC 860-10. If you do, quantify the amount of these transactions at each
quarterly balance sheet date for each of the past three years. Provide a detailed analysis
supporting your decision to account for these securities lending transactions as sales.

    During the years ended December 31, 2009, 2008 and 2007, all of the Firm’s securities lending
transactions were accounted for as secured borrowings on the Firm’s Consolidated Balance Sheets.

    •

    Whether you have any other transactions involving the transfer of financial assets with an
obligation to repurchase the transferred assets, similar to repurchase or securities lending
transactions that you account for as sales pursuant to the guidance in ASC 860. If you do,
describe the key terms and nature of these transactions and quantify the amount of the
transactions at each quarterly balance sheet date for the past three years.

    The Firm has identified no other transactions involving the transfer of financial assets with an
obligation to repurchase the transferred assets, similar to
repurchase or securities lending transactions, that were accounted for as sales pursuant to the
guidance in ASC 860 during the years ended December 31, 2009, 2008, and 2007.

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Page 5

    For the purpose of this response, we have not included transactions in which the Firm has
transferred financial assets and may have, consistent with market practice, an obligation
to repurchase such assets  under certain specified and limited circumstances, such as may
be required under indemnification obligations for breaches of representations and
warranties.

    •

    Whether you have offset financial assets and financial liabilities in the balance sheet
where a right of setoff – the general principle for offsetting – does not exist. If you have
offset financial assets and financial liabilities in the balance sheet where a right of setoff
does not exist, please identify those circumstances, explain the basis for your presentation
policy, and quantify the gross amount of the financial assets and financial liabilities that
are offset in the balance sheet. For example, please tell us whether you have offset
securities owned (long positions) with securities sold, but not yet purchased (short
positions), along with any basis for your presentation policy and the related gross amounts
that are offset.

    The Firm offsets securities owned (long positions) with securities sold, but not yet purchased
(short positions) when the long and short positions have identical CUSIPs (Committee on Uniform
Security Identification Procedures). CUSIPs define a single, fungible position and where a long
position exists, a transaction to sell an identical CUSIP represents a sale of the long
position, not a separately recognized “short” position (which, by definition, is the sale of an
asset not owned by the Firm). The Firm believes that the offsetting of these positions best
reflects the Firm’s inventory position and is consistent with long-standing industry practice.
The gross amount of positions offset at December 31, 2009 was
[Redacted].

    In addition, for each security purchase or sale that has not reached its contractual settlement
date, there is a related receivable or payable recorded between trade date and settlement date.
Consistent with the guidance in ASC 940-320-45-3 it is the Firm’s policy to present the net
trade date receivable or payable in the Firm’s Consolidated balance sheet, without regard to
whether a legal right of setoff exists. The gross amount of balances offset at December 31,
2009 was [Redacted].

Finally, if you accounted for repurchase agreements, securities lending transactions, or other
transactions involving the transfer of financial assets with an obligation to repurchase the
transferred assets as sales and did not provide disclosure of those transactions in your
Management’s Discussion and Analysis, please advise us of the basis for your conclusion that
disclosure was not necessary and describe the process you undertook to reach that conclusion. We
refer you to paragraphs (a)(1) and (a)(4) of Item 303 of Regulations S-K.

As noted above, during the periods ending December 31, 2009, 2008 and 2007, the Firm did not have
repurchase agreements, securities lending transactions, or other
similar transactions involving the
transfer of financial assets with an obligation to repurchase that were accounted for as sales
pursuant to the guidance in ASC 860.

* * * *

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 6

     If you have any questions or request any further information, please do not hesitate to call
the undersigned at 212-270-3632,
Shannon S. Warren at
212-270-1530 or Neila B. Radin at
212-270-0938.

     Very truly yours,

/s/ Louis
Rauchenberger

Louis Rauchenberger

Corporate Controller

    APPENDIX A

[Redacted]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

March 29, 2010

By U.S. Mail and Facsimile to: (212) 270-1604

Mr. Michael J. Cavanagh Chief Financial Officer JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017

Dear Mr. Cavanagh:
We are currently reviewing your Form 10-K for fiscal year ended December 31,
2009.  In our effort to better understand the decisions you made in determining the accounting for certain of your repurchase agreements, securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets, we ask that you provide us with information relating to those decisions and your disclosure.
 With regard to your repurchase agreements, please tell us whether you account for
any of those agreements as sales for accounting purposes in your financial statements. If you do, we ask that you:

• Quantify the amount of repurchase agreements qualifying for sales accounting at each quarterly balance sheet date for each of the past three years.

• Quantify the average quarterly balance of repurchase agreements qualifying for sales accounting for each of the past three years.

• Describe all the differences in transaction terms that result in certain of your repurchase agreements qualifying as sales versus collateralized financings.

• Provide a detailed analysis supporting your use of sales accounting for your repurchase agreements.

• Describe the business reasons for structuring the repurchase agreements as sales transactions versus collateralized financings.  To the extent the amounts accounted for as sales transactions have varied over the past three years, discuss the reasons for quarterly changes in the amounts qualifying for sales accounting.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
March 29, 2010 Page 2
• Describe how your use of sales accounting for certain of your repurchase agreements impacts any ratios or metrics you use publicly, provide to analysts and credit rating agencies, disclose in your filings with the SEC, or provide to other regulatory agencies.

• Tell us whether the repurchase agreements qualifying for sales accounting are concentrated with certain counterparties and/or concentrated within certain countries.  If you have any such concentrations, please discuss the reasons for them.

• Tell us whether you have changed your original accounting on any repurchase agreements during the last three years.  If you have, explain specifically how you determined the original accounting as either a sales transaction or as a collateralized financing transaction noting the specific facts and circumstances leading to this determination.  Describe the factors, events or changes which resulted in your changing your accounting and describe how the change impacted your financial statements.
  For those repurchase agreements you account for as collateralized financings,
please quantify the average quarterly balance for each of the past three years.  In addition, quantify the period end balance for each of those quarters and the maximum balance at any month-end.  Explain the causes and business reasons for significant variances among these amounts.
 In addition, please tell us:

• Whether you have any securities lending transactions that you account for as sales pursuant to the guidance in ASC 860-10.  If you do, quantify the amount of these transactions at each quarterly balance sheet date for each of the past three years.  Provide a detailed analysis supporting your decision to account for these securities lending transactions as sales.
• Whether you have any other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets, similar to repurchase or securities lending transactions that you account for as sales pursuant to the guidance in ASC 860.  If you do, describe the key terms and nature of these transactions and quantify the amount of the transactions at each quarterly balance sheet date for the past three years.
• Whether you have offset financial assets and financial liabilities in the balance sheet where a right of setoff – the general principle for offsetting – does not exist.  If you have offset financial assets and financial liabilities in the balance sheet where a right of setoff does not exist, please identify those circumstances, explain the basis for your presentation policy, and quantify the gross amount of the financial assets and financial liabilities that are offset in the balance sheet.  For example, please tell us

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
March 29, 2010 Page 3
whether you have offset securities owned (long positions) with securities sold, but not yet purchased (short positions), along with any basis for your presentation policy and the related gross amounts that are offset.
 Finally, if you accounted for repurchase agreements, securities lending
transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets as sales and did not provide disclosure of those transactions in your Management’s Discussion and Analysis, please advise us of the basis for your conclusion that disclosure was not necessary and describe the process you undertook to reach that conclusion.  We refer you to paragraphs (a)(1) and (a)(4) of Item 303 of Regulation S-K.
 As noted above, we seek to better understand the basis for your decisions and
your disclosure.   Please provide us with a written response to these questions within ten business days from the date of this letter or tell us when you will respond.  Upon our review of your response to these questions, we may have additional comments that we will provide to you with any other comments we may have on your Form 10-K.
 Please contact me at (202) 551-3492 if you have any questions.

Sincerely,

John P. Nolan Senior Assistant Chief Accountant

Mr. Michael J. Cavanagh
JPMorgan Chase & Co. March 29, 2010 Page 4

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Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 1

March 2, 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 8-K Filed January 15, 2010

File No. 001-05805

Dear Mr. Pande:

          We are in receipt of the letter, dated January 29, 2010, to Michael J. Cavanagh, 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 8K Filed January 15, 2010

1. Please tell us, and disclose in future filings, how you establish repurchase reserves for
various representations and warranties that you have made to various parties, including the GSE’s,
monoline insurers and any private loan purchasers. Please ensure your response addresses the
following areas:

    •

    The specific methodology employed to estimate the allowance related to various
representations and warranties, including any differences that may result depending on the
type of counterparty to the contract.

    •

    Discuss the level of allowances established related to these repurchase requests and how
and where they are classified in the financial statements.

    •

    Discuss the level and type of repurchase requests you are receiving, and any trends that
have been identified, including your success rates in avoiding settling the claim.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 2

    •

    Discuss your methods of settling the claims under the agreements. Specifically, tell us
whether you repurchase the loans outright from the counterparty or just make a settlement
payment to them. If the former, discuss any effects or trends on your nonperforming loan
statistics. If the latter, discuss any trends in terms of the average settlement amount by
loan type.

    •

    Discuss the typical length of time of your repurchase obligation and any trends you are
seeing by loan vintage.

As background information, in connection with the Firm’s loan sale and securitization
activities, JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) makes certain representations
and warranties (“reps and warranties”) that the loans sold meet certain requirements.

The Firm primarily conducts its loan sale and securitization activities with Fannie Mae and
Freddie Mac (the “Agencies”); among the more significant reps and warranties in these
transactions are the following:

    1.

    The mortgage loan is secured by a mortgage on a 1-4 family residential real property or
a condominium unit or a unit in a planned unit development or is a co-op loan;

    2.

    Each mortgage loan was underwritten generally in accordance with standards established
by the Agencies that were in effect at the time of origination;

    3.

    Neither the borrower nor any other party to the underlying loan transaction has made
any false representation in connection with the transaction, whether or not the Firm, as
seller or servicer, was a party to, or had knowledge of, such false representation;

    4.

    Each mortgage loan with a loan-to-value ratio (“LTV”) greater than 80 percent is
covered by a primary mortgage insurance policy. Such policy is in full force and effect
and insures the excess over a 75 percent LTV, and such policy shall remain in effect until
the unpaid principal balance is reduced below 80 percent LTV; and,

    5.

    If the legal documents used to close the loan are not current documents of the
Agencies, then the seller must make further reps and warranties about its use of
nonstandard documents.

The Firm also sells loans in securitization transactions with Ginnie Mae; these loans are
typically insured by the Federal Housing Administration (“FHA”) and/or guaranteed by the U.S.
Department of Veterans Affairs (“VA”). A repurchase liability under Ginnie Mae securitizations is
reduced to the extent that securitized loans are properly insured by FHA insurance or guaranteed
by VA guarantees.

JPMorgan Chase has also engaged in loan sale and securitization activities with private loan
purchasers, but to a lesser extent than with either the Agencies or Ginnie Mae. The reps and
warranties are similar to, and in many cases based on, the standards established by the
Agencies.

Please note that the Firm has revised the order in which it has answered the Staff’s questions;
by doing so, it hopes to enhance the clarity of its response.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 3

Typical length of time of the Firm’s repurchase obligation and trends by loan vintage

The reps and warranties typically extend throughout the lives of the loans sold. However, as
loans age, it becomes less likely that the Firm will be required to repurchase those particular
loans. This is because for loans that default later in their lives, it is often more difficult
for the purchasers to assert that the default is a direct result of any technical violation of
the reps and warranties and not a result of changes in the borrowers’ circumstances. It has
been the Firm’s experience to date that potential reps and warranties violations generally
surface and are resolved within approximately 24 – 36 months of the loan’s origination date.

For information concerning trends by loan vintage, see below.

Level and type of repurchase requests the Firm is receiving, and trends that have been
identified, success rates in avoiding settling the claim

The Firm’s experience to date relating to repurchases of previously-sold loans has been most
significant with respect to the Agencies. The Agencies regularly review a percentage of the mortgages they purchase or securitize to
ensure that the mortgages meet the applicable eligibility criteria and underwriting standards.
The Agencies also review mortgages in payment default1 or those for which they
acquire the property by foreclosure. After reviewing the mortgage loan file provided by the
Firm, the Agencies may issue a demand letter, which notes the alleged breaches. The Firm is
then given an opportunity to “cure” the identified defect, if possible (e.g., produce missing
documentation). If the Firm cannot cure the identified defect, the Firm may settle with the
Agencies by (i) repurchasing the loan, (ii) purchasing the property if the loan has already been
foreclosed upon, or (iii) reimbursing the Agencies for any loss if the foreclosed property has
been liquidated (commonly referred to as “make-whole payments”) (the actions referenced in (i)
 — (iii) are referred to as “settlements”).

Prior to 2008, demands from the Agencies under reps and warranties indemnification provisions
were not significant to the Firm. However, beginning in 2008, JPMorgan Chase experienced a
higher volume of demands; these demand volumes have steadily increased each quarter. For the
full years 2009 and 2008, the total unpaid principal balance of demands presented by the
Agencies was $2.7 billion and $1.4 billion, respectively. Losses realized upon settlement with
the Agencies during 2009 and 2008 were approximately $625 million and approximately $113
million, respectively. The $625 million realized loss amount in 2009 excludes the Firm’s
settlement with the Agencies with respect to certain Washington Mutual Bank liabilities, which
is discussed in the following section of this letter.

In
the past two years, the Firm’s overall cure rate has been
approximately 50 percent, [Redacted].

    1

    While any payment default may trigger a file
review, in general based on historical experience, the earlier in the life of
the loan the payment default occurs, the greater the likelihood that the
Agencies will issue a demand letter. An early payment default, which generally
represents a loan that becomes 90 days past due within twelve months of
origination, is particularly likely to trigger a review.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 4

The following chart2 presents trends in repurchase demands (substantially all of
which are Agency demands) by loan vintage for heritage JPMorgan Chase exposures.

Demands for pre-2006 vintages are fairly minimal and the trend-line is relatively stable.
The 2006 vintage represents approximately 15 percent of current demands; demands against this
vintage have been steadily declining since the first quarter of 2009. The 2007 and 2008
vintages account for approximately 75 percent of current demands. To date, demands against the
2009 vintage have not been significant and currently represent less than 5 percent of total
demands. The Firm attributes the comparatively favorable performance of the 2009 vintage to the
tightened underwriting and loan qualification standards that the Firm implemented in 2007 and
2008.3

[Redacted]

With respect to FHA-insured loans that the Firm has sold to Ginnie Mae, while the FHA could
require indemnification for material violations of FHA program guidelines, the FHA to date has
not typically rescinded the mortgage insurance that it provides to lenders. However, the U.S.
Department of Housing and Urban Development recently indicated that it may terminate the
underwriting authority of lenders underwriting FHA loans with excessive default and claim rates.

    2

    Source: JPMorgan Chase 2010 Investor Day -
Retail Financial Services presentation furnished on Form 8-K dated February 26,
2010.

    3

    Since mid-2007, the Firm has tightened its
underwriting and loan qualification standards several times in an attempt to
reduce its exposure to emerging risk factors. Specifically, JPMorgan
Chase has: eliminated Alt-A loans originated by third parties (mid-2007);
eliminated stated income and stated asset Agency loans (Q2 2008); eliminated
all origination of Alt-A loans (Q3 2008); eliminated delegated mortgage
insurance (Q4 2008); exited broker channels (Q1 2009); and instituted maximum
debt-to-income ratios (Q3 2009).

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Page 5

[Redacted] With respect to loans sold to Ginnie Mae that are
VA-Guaranteed, VA guarantee rescissions have been infrequent and typically involve unique
circumstances and thus such repurchase requests have also traditionally not been significant.

[Redacted]

Methods of settling the claims under the agreements. Specifically, whether the Firm repurchases
the loans outright from the counterparty or just makes a settlement payment to them. For the
former, effects or trends on your nonperforming loan statistics. For the latter, trends in
terms of the average settlement amount by loan type.

With respect to demands presented by the Agencies that the Firm is unable to cure, the Firm’s
settlement statistics vary between the Firm’s Retail Financial Services (“RFS”) business segment
and the Firm’s Investment Bank (“IB”) business segment.4 In 2009, approximately 42
percent of RFS’ settlements involved make-whole payments and approximately 58 percent of RFS’
settlements involved repurchasing the loan or foreclosed property. Approximately 61 percent of
the IB’s settlements involved make-whole payments, while approximately 39 percent of the IB’s
settlements involved repurchasing the loan or foreclosed property. Historically, the Firm has
been able to present claims for recovery from third party originators on approximately 40 percent of the
loans that RFS has repurchased from the Agencies. [Redacted]

At December 31, 2009, the Firm reported $218 million of repurchased loans as nonperforming
loans, which represented 1.2 percent of the Firm’s total nonperforming loans at December 31,
2009. Accordingly, such loans represent an immaterial amount of the Firm’s nonperforming loan
balances and are not a significant driver of any related trends.

From
2008 to 2009, the average cost to the Firm of all settlements has generally been increasing due to an increase in loss severities
driven by the continued decline in property values.

Investor demands may also be resolved through negotiated transactions under the terms of the
applicable agreements. After the Firm’s acquisition of certain residential loan assets and
liabilities of Washington Mutual Bank from the FDIC in September 2008, the Firm reached
agreements with the Agencies to limit the Agencies’ repurchase demands with respect to certain
Washington Mutual Bank loan repurchase liabilities. JPMorgan Chase disclosed this settlement on
page 144 of its Form 10-Q for the quarter ended March 31, 2009, and has continued to disclose
this settlement in subsequent quarterly and annual filings.

The specific methodology employed to estimate the allowance related to various representations
and warranties, including any differences that may result depending on the type of counterparty
to the contract

As of December 31, 2009, the Firm’s allowance related to breaches of reps and warranties (the
“Allowance”) was $1.7 billion. [Redacted]

    4

    The significant majority of the Firm’s
repurchase activity with the Agencies is related to RFS.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 6

In estimating its Allowance, JPMorgan Chase
undertakes a two-step process that considers both demands that have
been presented [Redacted] and probable future demands. The Firm analyzes these demands separately to estimate
the total loss contingency that is both probable and reasonably estimable in accordance with ASC
450-20-25.
The Firm’s response addresses the allowance methodology employed
to estimate losses in accordance with ASC 450-20-25, and not the initial measurement of the
guarantee liability, as it is the estimated losses emerging subsequent to the sale of the loans (and inception of the reps and warranties) that are the driver of the
Firm’s overall allowance level.
Exposures to the Agencies resulting from the activities of all of the Firm’s
heritage organizations are included in this calculation.

In Step 1, the Firm estimates the loss attributable to presented but unsettled demands. This
calculation begins with the aggregate unpaid principal balance of the underlying loans for which
the Agencies have made a demand and then considers the following assumptions to calculate the
expected loss:

    •

    The estimated cure rate (i.e., the amount of loan principal for which the Firm
expects to be able to demonstrate compliance with the reps and warranties);

    •

    An estimated loss severity factor (i.e., the estimated principal loss on a
particular loan); and,

    •

    Estimated recoveries from third-party originators.

The unpaid principal balance of loans expected to be cured is deducted from the total unpaid
principal balance presented but unsettled. The estimated loss severity rate, net of estimated
recoveries, is then applied to the resulting net unpaid principal balance to obtain the
estimated loss attributable to presented demands.

In assessing whether it is appropriate to include estimated recoveries from third parties in its
loss estimates, the Firm considered Staff Accounting Bulletin No. 92, Accounting and Disclosures
Relating to Loss Contingencies (SAB 92), which states:

    Paragraph 8 of Statement of Financial Ac

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4720

February 22, 2010

By U.S. Mail and Facsimile to: (212) 270-1604

Mr. Michael J. Cavanagh Chief Financial Officer JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017

Re: JPMorgan Chase & Co.
 Form 10-Q for the Quarterly Period Ended June 30, 2009  Form 10-Q for the Quarterly Period Ended September 30, 2009  File No. 001-05805
Dear Mr. Cavanagh:
  We have completed our review of your Form 10-Q and related filings and have no further comments at this time.          S i n c e r e l y ,
Amit Pande
        Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4720

January 29, 2010

By U.S. Mail and Facsimile to: (212) 270-1604

Mr. Michael J. Cavanagh Chief Financial Officer JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017

Re: JPMorgan Chase & Co.
 Form 8-K filed January 15, 2010  File No. 001-05805

Dear Mr. Cavanagh:

We have reviewed the above-referenced filing and have the following comments.
We have limited our review of your filing to those issues we have addressed in our
comments. Where indicated, we think you should revise your future filings  in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Form 8-K filed January 15, 2010

1. Please tell us, and disclose in future filings, how you establish repurchase reserves for various representations and warranties that you have made to various parties, including the GSE's, monoline insurers and any private loan purchasers.  Please ensure your response addresses the following areas:

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
January 29, 2010 Page 2
• The specific methodology employed to estimate the allowance related to various representations and warranties, including any differences that may result depending on the type of counterparty to the contract.

• Discuss the level of allowances established related to these repurchase requests and how and where they are classified in the financial statements.

• Discuss the level and type of repurchase requests you are receiving, and any trends that have been identified, including your success rates in avoiding settling the claim.

• Discuss your methods of settling the claims under the agreements.  Specifically, tell us whether you repurchase the loans outright from the counterparty or just make a settlement payment to them.  If the former, discuss any effects or trends on your nonperforming loan statistics.  If the latter, discuss any trends in terms of the average settlement amount by loan type.

• Discuss the typical length of time of your repurchase obligation and any trends you are seeing by loan vintage.
 2. We note your disclosure on page two of your release filed as part of Exhibit 99.1 about the number of modifications you have performed during 2009.  Please tell us, and discuss in future filings, how modifications impact the timing of the recording of the allowance for loan losses.    For example, discuss whether the largest effect of the loan modification is recorded during the period of the modification or whether the modification has largely been reserved for under your normal reserving methodology.  Additionally, discuss how the high level of re-defaults of the loan modifications performed thus far is factored into your allowance for loan losses.
 3. We note your disclosure in footnote (d) to the Retail Financial Services table on page 12 of your earnings release supplement filed as part of Exhibit 99.2.  Please confirm that you exclude the allowance for loan losses related to purchased credit-impaired loans in your calculation of “allowance for loan losses to ending loans retained excluding purchased credit-impaired loans” and the “allowance for loan losses to nonperforming loans retained.”  If not, please tell us why, and provide more clear disclosure regarding this fact.  Also, please clarify whether you classify a portion of the purchased credit-impaired loans as nonperforming once you determine an allowance for loan losses is necessary for this portfolio, and if not, please tell us why.
 4. Please tell us, and clarify your disclosure in future filings, your policy for classifying credit card loans as nonperforming.  In this regard, we note that your table on page 30 of your earnings release supplement filed as part of Exhibit 99.2 indicates a very nominal amount of credit-card reported loans that are classified as nonperforming, but your disclosure included as part of footnote (b) to the table on page 30 does not

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
January 29, 2010 Page 3
indicate that nonperforming loans and assets excludes credit card loans.  Additionally, given that these types of loans are rarely classified as nonperforming, but a significant portion of the allowance for loan losses relates to credit card loans, please tell us why you believe it is appropriate in your allowance to nonperforming loan ratios (such as those on page 32 of your release) to include the allowance allocated to these types of loans.  We note that if the allowance to nonperforming loan ratios were revised to exclude the allowance for loan items, which are never included as nonperforming, the ratios would likely be significantly different and it is possible that different trends could exis t.  Please advise, and ensure that your
disclosures in future filings are clear on how these amounts are calculated.

* *  *  *  *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co. January 29, 2010 Page 4
You may contact Benjamin Phippen at (202) 551-3697 or me at ( 202) 551-3423 if
you have questions regarding our comments.
Sincerely,

Amit Pande Accounting Branch Chief

CORRESP
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January 29, 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-Q for the Quarterly Period Ended June 30, 2009

Form 10-Q for the Quarterly Period Ended September 30, 2009

File No. 001-05805

Dear Mr. Pande:

     We are in receipt of the letter, dated December 23, 2009, to Michael J. Cavanagh, 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-Q for the Quarterly Period Ended June 30, 2009

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 15 — Loan Securitizations, page 139

    1.

    We note your response to comment 1 of our letter dated October 9, 2009 as it relates to the
Firm’s exchange of $3.5 billion of undivided seller’s interest for zero coupon subordinated
securities. Please respond to the following:

    •

    Tell us whether you gave up your right to receive interest income on the seller’s
interest exchanged, and if so, whether any loss was recorded upon the exchange. If not
[sic] loss was recorded upon the exchange, please explain, and as part of your response
tell us how the guidance in ASC 835-30 (APB21) was considered.

2

JPMorgan Chase & Co. (“Chase” or “the Firm”) gave up its right to receive interest
income on its seller’s interest in the Chase Issuance Trust (“CHAIT”) when it exchanged that
seller’s interest for $3.5 billion of zero-coupon subordinated securities issued by CHAIT.
The issuance of the subordinated securities by CHAIT effectively transformed $3.5 billion of
the Firm’s seller’s interest from one asset that had been previously classified as Loans
held for investment into two types of newly-formed assets that have  risks and
characteristics different than those of the underlying credit card receivables (and seller’s interest): (1)
subordinated zero-coupon debt securities with an aggregate  par value of $3.5 billion, and (2) a
residual interest-only strip representing the present value of the expected future excess
spread from the credit card receivables sold to CHAIT (i.e., any remaining interest and fee
income after all investor coupon and other trust expenses, including credit losses, have
been paid).

The Firm accounted for this transaction as described below:

    •

    Loans held for investment representing the Firm’s seller’s interest were
derecognized at their net carrying value of $3.2 billion (representing the principal
amount of loans of $3.5 billion net of the related Allowance for loan losses of $298
million). The resulting adjustment to the Allowance for loan losses was separately
identified and described in the allowance rollforward table in the Notes to the Firm’s
Consolidated Financial Statements (see page 147 of the Firm’s Form 10-Q for the quarter
ended September 30, 2009).

    •

    The $3.5 billion aggregate par values of the subordinated zero-coupon securities
were recorded on the balance sheet at their estimated fair value of $3.3 billion, which
represented a discount to par value of $202 million. The subordinated zero-coupon
securities outstanding have a final scheduled principal payment date (i.e., maturity
date) of July 15, 2010. The Firm has classified these instruments as
available-for-sale (“AFS”) securities.

    •

    The fair value of the residual interest-only strip was estimated to be zero and,
therefore, the Firm did not recognize this asset on its books.

    •

    The excess of the fair value of the zero-coupon securities received over the net
carrying value of Loans representing the seller’s interest was $96 million and was
recorded as an other liability, rather than as income. We considered several factors
in reaching this conclusion, including:

    o

    The fair value of the zero-coupon debt securities is an
inherently imprecise estimate.

    o

    The business purpose of the transaction was to enhance the
performance of CHAIT and no third-party proceeds were raised in connection with
the transaction.

    o

    While Chase had neither a firm intent nor a substantive
commitment to issue zero-coupon securities with maturity dates that would
extend beyond the final maturity date of the outstanding zero-coupon securities
(July 15, 2010), the Firm believed that it was most prudent not to recognize
the excess amount as income, thereby acknowledging the possibility that maturity
dates of the  securities could be extended by issuing new securities at maturity (and also acknowledging
 that an  initial maturity date beyond July 15, 2010  would have reduced both the initial fair value of
the securities retained and the indicated gain on the transaction).

    o

    The amount recorded as an other liability was not material
either to the Firm’s consolidated financial position, or to its consolidated
results of operations.

As described above, there was an indicated gain of $96 million on the transaction, not a
loss. However, as also indicated above, Chase did not believe that it would be appropriate
to report this gain for accounting purposes, either in other income or in other
comprehensive income. When the Firm adopted SFAS Nos. 166 and 167 on January 1, 2010, the
Firm (i) reversed the $96

3

million
other liability to Retained earnings as part of the transition adjustment and (ii)
eliminated the retained zero-coupon securities in consolidation.

    •

    Tell us the effective interest rate you are using to measure the zero coupon
subordinated securities for impairment. To the extent that you are using an effective
interest rate of zero, please tell us why this is appropriate.

The Firm was using effective interest rates of approximately 4.0 percent per annum and
approximately 5.6 percent per annum to measure the zero-coupon subordinated securities for
impairment.1 To determine these effective interest rates at the inception of the
transaction, Chase obtained three market-indicative broker quotes of the spread to LIBOR for
debt securities that would be comparable to each respective class of securities, considering
factors such as their credit ratings and tenors. The three quotes for each class of
security were then averaged to determine each class’s effective interest rate.

As of September 30 and December 31, 2009, all of the zero-coupon subordinated securities
retained by the Firm were in an unrealized gain position, primarily due to a tightening of
spreads since their issuance date. Accordingly, it was not necessary to evaluate these
zero-coupon subordinated securities for impairment at either of these reporting dates.

    2.

    We note your response to comment 1 of our letter dated October 9, 2009 as it relates to
the Firm’s transfer of receivables designated as “discount receivables” to the Trust,
thereby requiring collections of such discounted receivables to be applied as finance
charge collections in the Trust. Please provide us with the following:

    •

    Tell us the terms of the loans transferred to the Trust under the discount
option and whether there was anything else you received in the exchange;

Prior to June 1, 2009, Chase had designated certain MasterCard and VISA revolving
credit card accounts, such that new receivables generated from those accounts would be
transferred into CHAIT. In general, when the Firm determines that it will designate new
revolving credit card accounts as CHAIT accounts for purposes of future transfers of
receivables, it selects accounts by origination date (earlier, or more seasoned,
originations are selected first), that meet specified criteria (e.g., borrower has not filed
for bankruptcy, account is not under investigation for fraud, prime borrower, account was
not originated under certain co-branding agreements).

Effective June 1, 2009, the Firm began to transfer to CHAIT, under the “discount option”,
new MasterCard and VISA revolving credit card receivables generated under
previously-designated accounts. In general, there is no substantive difference between the
terms or types of receivables transferred to CHAIT under the discount option and those that
Chase transferred to CHAIT prior to June 1, 2009. The discount option simply impacts how
cash flows from receivables are distributed within CHAIT among its pre-established principal
and interest cash flow waterfalls. While Chase may continue to designate additional
accounts from which receivables would be transferred to CHAIT in the ordinary course of
business, there have been no substantive changes to the pre-existing account selection
process since the Firm began to transfer receivables to CHAIT under the discount option.

As previously noted, the receivables transferred to CHAIT under the discount option have
substantially the same terms as those transferred to CHAIT prior to June 1, 2009. The
following

    1

    The 4.0 percent rate related to Class B
zero-coupon securities retained by the Firm, and the 5.6 percent rate related
to Class C zero-coupon securities retained by the Firm.

4

summarizes the typical terms of all of these receivables:

    •

    A specified minimum payment is due each month.

    •

    The Firm offers both fixed and variable rate revolving credit card accounts. Chase
may also offer temporary introductory or promotional rates. After the introductory
rate period, the annual percentage rates may be either fixed or floating rates.
Post-introductory annual percentage rates generally range from 8.99% to 29.99%.

    •

    The Firm charges annual membership fees on some, but not all accounts. In addition,
Chase may assess late payment fees, overlimit fees, returned check and returned payment
fees, transaction fees for cash advances, fees for balance transfers and certain
purchases, administrative fees and various other service fees.

    •

    Except for purchases made during a specified “grace period,” the Firm accrues
periodic finance charges on a transaction, fee, or finance charge from the date it is
added to the daily balance until payment in full is received on the account.

When the Firm transfers receivables into the Trust under the discount option, it receives a
seller’s interest (classified as Loans) and a “Discount Receivables asset,” which it reports
in other assets. No other assets or rights are obtained in the exchange. For further
information about the nature of these assets and the applicable accounting treatment, see
below.

    •

    Tell us how the rights to the cash flows under the “discount receivables”
compare to the loan cash flows transferred to the Trust;

The Firm’s rights to cash flows designated as “discount receivables” are economically
similar to its rights to accrued fees and finance charges in a transaction that does not
involve “discount receivables.” In situations where there are no “discount receivables,” the
Firm, as seller, transfers receivables to the trust; the receivables include both principal
and accrued fees and finance charges (i.e., collectively, accrued interest receivable, or
“AIR”). While the Firm retains a right to the excess cash flows generated from the AIR
collected on the transferred receivables, its right to these cash flows is subordinate to
the rights of the investors in the securitization and is similar to other subordinated
residual interests in securitized assets, in that the AIR serves as a credit enhancement to
protect third-party investors in the securitization from credit losses. If and when cash
payments on the AIR are collected, they flow through the trust, where they are available to
satisfy more senior obligations before any excess amount is remitted to the Firm. Only after
trust expenses (such as servicing fees, investor coupon interest, and investor principal
charge-offs) have been paid will the trustee distribute any excess AIR cash flow back to
Chase. Since trust expenses are paid from the cash collections before the selling
institution receives the amount of AIR that is due, the Firm may or may not realize the full
amount of its AIR asset. Such risk is reflected in the fair value of the AIR recorded by
the Firm.

Commencing June 1, 2009 through June 30, 2010, Chase is designating 1.5 percent of principal
receivables generated from MasterCard and VISA revolving credit card accounts designated for
CHAIT as “discount receivables.” Payments on “discount receivables” transferred to CHAIT
during this time period will be processed by CHAIT as follows: When the cardholder makes a
$100 principal payment on such designated receivables, $98.50 is applied as principal
collections in accordance with the terms of the CHAIT pooling and servicing agreement and
the remaining $1.50 is considered a finance charge collection. Thus, the designation as
“discount receivables” does not alter the cash flows of the receivables transferred to the
trust but, rather, alters the distribution of those cash flows once they are within CHAIT.
Because collection of amounts designated as “discount receivables” are considered a
collection of finance charges within

5

CHAIT, the “discount receivables” themselves are economically similar to the AIR asset
described above (that is, both assets represent a subordinated retained interest).

    •

    Tell us how you accounted for the “discount receivables”;

In transactions involving “discount receivables,” the Firm transfers credit card
receivables into CHAIT and receives in return two separate and distinct assets: (1) a
seller’s interest for the amount designated as principal (i.e., $98.50 based on the
illustrative example above), and (2) a right to receive the excess cash flows from the
amount designated as “discount receivables” after trust expenses have been satisfied (the
“Discount Receivable asset”) (i.e., $1.50 based on our illustrative example above). While
the seller’s interest has the same risks and characteristics as the underlying credit card
receivables, and therefore continues to be classified as Loans held for investment, the
Discount Receivable asset does not.

Because of the similarities between the Discount Receivable asset and the AIR asset in both
form and economics, the Firm’s assessment of the appropriate classification of the Discount
Receivable asset considered the guidance in the FDIC’s, Interagency Advisory on
the Accounting Treatment of Accrued Interest Receivable Related to Credit Card
Securitizations, (“FIL-131-2002”)2, which states:

The AIR asset represents the transferor’s (seller’s) subordinated retained interest
in cash flows that are initially allocated to the investors’ portion of a credit
card securitization. Prior to the securitization transaction, the transferor
directly owns a pool of credit card receivables, including the right to receive all
of the accrued fees and finance charges on those receivables. However, through the
securitization process, the seller’s right to the cash flows from the collection of
the accrued fees and finance charges generally is subordinated to the rights of the
other beneficial interest holders.

FIL-131-2002 further states that an institution should account for the AIR separately from
loans, and report it in “Other Assets” in the institution’s regulatory reports.

Based on this guidance and by analogy, the Firm believes that it is appropriate to classify
the Discount Receivables as other assets and not as Seller’s interest in Loans to
appropriately recognize that a portion of the loan principal has been transformed into a
subordinated retained interest. This reclassification from Loans to other assets is based
on the net 

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

December 23, 2009

By U.S. Mail and Facsimile to: (212) 270-1604
 Mr. Michael J. Cavanagh
Chief Financial Officer
JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017

Re: JPMorgan Chase & Co.
 Form 10-Q for the Quarterly Period Ended June 30, 2009  Form 10-Q for the Quarterly Period Ended September 30, 2009  File No. 001-05805

Dear Mr. Cavanagh:

We have reviewed your letter filed on November 6, 2009 and have the following
comments.
Form 10-Q for the quarterly period ended June 30, 2009

Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 15 – Loan Securitizations, page 139

1. We note your response to comment 1 of our le tter dated October 9, 2009 as it relates to
the Firm’s exchange of $3.5 billion of undivided seller’s interest for zero coupon subordinated securities.  Pl ease respond to the following:

• Tell us whether you gave up your right to receive interest income on the seller’s
interest exchanged, and if so, whether a ny loss was recorded upon the exchange.  If
not loss was recorded upon the exchange, pleas e explain, and as part  of your response
tell us how the guidance in AS C 835-30 (APB 21) was considered.

• Tell us the effective interest rate you  are using to measure the zero coupon
subordinated securities for impairment.  To the extent that you are using an effective

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
December 23, 2009 Page 2
interest rate of zero, please te ll us why this is appropriate.
 2. We note your response to comment 1 of our le tter dated October 9, 2009 as it relates to
the Firm’s transfer of receivables designate d as “discount receivables” to the Trust,
thereby requiring collections of such discount ed receivables to be applied as finance
charge collections in the Trust.  Please provide us with the following:

• Tell us the terms of the loans transferre d to the Trust under the discount option and
whether there was anything else you received in the exchange;
 • Tell us how the rights to the cash flows unde r the “discount receivables” compare to
the loan cash flows transferred to the Trust;
 • Tell us how you accounted for th e “discount receivables”;
 • Tell us whether there was any gain or  loss recognized on the discount option
exchange.  If not, please explain why; and
 • Explain, in more detail, the Firm’s e xpectation to discontinue designating a
percentage of the new receivables as di scount receivables on July 1, 2010 (e.g., how
was this determined, can the Firm modify this date, etc).

Closing Comments

Please respond to this comment within ten bus iness days or tell us when you will provide
us with a response.  Your re sponse letter should key your respons e to our comment and provide
any requested information.  We may have addi tional comments after re viewing your response.
 You may contact Benjamin Phi ppen, Staff Accountant, at (202) 551-3697 or me at (202)
551-3423 if you have questions.
Sincerely,

Amit Pande Accounting Branch Chief

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November 6, 2009

Mr. Amit Pande, Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

Mail Stop 4561

    Re:

    JPMorgan Chase & Co.

Form 10-Q for the Quarterly Period Ended June 30, 2009

File No. 001-05805

Dear Mr. Pande:

          JPMorgan Chase & Co. hereby submits this letter to respond to comments of the Staff of the
Securities and Exchange Commission contained in your letter dated October 9, 2009 addressed to
Michael J. Cavanagh, Chief Financial Officer.

          To assist in your review of our responses, we have set forth below in full the comments
contained in your letter, together with our responses.

Form 10-Q for the quarterly period ended June 30, 2009

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 15 — Loan Securitizations, page 139

    1.

    We note your disclosure on page 141 surrounding the actions you took to mitigate any further
deterioration in the performance of the Chase Issuance Trust, including increasing the
required credit enhancement level for each tranche of outstanding notes issued by the Trust by
increasing the minimum required amount of subordinated notes and the funding requirement for
the Trust’s cash escrow accounts, the trust’s issuance of additional zero-coupon subordinated
securities to you, and the decision for you to designate as “discount receivables” a
percentage of new credit card receivables for inclusion in the Trust for a stated period of
time, thereby requiring collections of such discounted receivables to be applied as finance
charge collections in the Trust. Your disclosure states that these actions were permitted by
the Trust agreements. Please tell us how you concluded that these actions did not invalidate
qualifying SPE status of your credit card securitization trust, and in particular paragraph
35(b) and the requirement that the QSPE’s permitted activities be both significantly limited
and be entirely specified in the legal documents that established the SPE or created the
beneficial interests in the transferred assets that it holds.

As you noted, the following actions were taken by JPMorgan Chase & Co. or Chase Bank USA, National
Association (collectively, “JPMorgan Chase” or the “Firm”) in the second quarter with respect to
the Chase Issuance Trust (“CHAIT”): (1) the required credit enhancement level for each tranche of
notes issued by CHAIT was increased; (2) CHAIT issued zero-coupon subordinated notes that were
retained by

Page 2

JPMorgan Chase; and (3) new receivables were designated as “discount receivables” for a specified
time period. The intent of each of these actions was to provide higher levels of credit
enhancement within CHAIT, thereby mitigating any further deterioration in its performance.

While SFAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities (“SFAS 140”) is very specific about the activities of a qualifying special-purpose
entity (“QSPE”) with regard to the assets it holds and the derivatives it enters into, there is
little discussion about how to apply paragraph 35(b) in other circumstances (for example, with
respect to the issuance of beneficial interests). In analyzing whether the actions described above
were “permitted activities”, JPMorgan Chase considered the discussions underlying EITF 02-12,
Permitted Activities of a Qualifying Special-Purpose Entity in Issuing Beneficial Interests under
FASB Statement No. 140, which was intended to address certain issues related to the liabilities or
funding of a QSPE—specifically whether, either (a) the conditions for a QSPE require that the terms
of beneficial interests to be issued be specified at inception of the entity or (b) the QSPE (or
its designee or agent) may establish the terms of replacement beneficial interests. In its
analysis, the Firm recognized that EITF 02-12 does not specifically address each action taken by
the Firm, and also that the EITF ultimately did not reach a consensus on any of the specific issues
that it addressed. However, in the absence of other specific guidance, the Firm concluded that, in
analyzing the various actions it took, it would be useful to analogize to and evaluate the
considerations discussed in the deliberations of EITF 02-12.

The “View Proposed by FASB Staff” in Issue Summary No. 1 of EITF 02-12 (“Summary 1”) expresses the
position that a QSPE should be permitted to determine the terms of newly issued beneficial
interests so long as its activities remain within those permitted by paragraphs 35, 37-38, 179 and
184 of SFAS 140. In general, paragraph 35 of SFAS 140 lists four conditions that must be met for a
trust or other legal vehicle to be considered a QSPE:

    (a)

    It is demonstrably distinct from the transferor;

    (b)

    Its permitted activities (1) are significantly limited, (2) were entirely specified in the
legal documents that established the SPE or created the beneficial interests in the
transferred assets that it holds, and (3) may be significantly changed only with the approval
of the holders of at least a majority of the beneficial interests held by entities other than
any transferor, its affiliates, and its agents;

    (c)

    It may hold only specified types of assets and derivatives (e.g., passive in nature); and,

    (d)

    If it can sell or otherwise dispose of noncash financial assets, it can do so only in
automatic response to certain specified conditions.

The following paragraphs separately analyze each of these conditions as they relate to the actions
taken. Because the Staff specifically requested information about how the Firm considered
paragraph 35(b), and because that particular condition is most applicable to each of the actions
taken, the Firm has provided a separate discussion of that condition as it relates to each action.

Paragraph 35 (a)

Paragraph 36 of SFAS 140 provides that a QSPE is demonstrably distinct from the transferor if it
cannot be unilaterally dissolved by any transferor, its affiliates, or its agents, and at least
10 percent of the fair value of its beneficial interests is held by parties other than any
transferor, its affiliates, or its agents. Of the three actions noted above, the only action
that had an impact on the amount of beneficial interests held by the Firm was the issuance and
retention of zero-coupon securities. Even

Page 3

considering these retained issuances, more than 75 percent of the fair value of CHAIT’s
beneficial interests continued (and continues) to be held by unrelated third parties.
Therefore, JPMorgan Chase concluded that CHAIT continued to be demonstrably distinct from the
Firm during and after the time all of the actions were taken.

Paragraph 35 (b)  — (1) Increased Credit Enhancement Levels

Paragraph 184 of SFAS 140, which is in the “Basis for Conclusions” section of SFAS 140, states:

The second condition is that the permitted activities of a qualifying SPE are
significantly limited, were entirely specified in the legal documents that established
the SPE or that created the beneficial interests in the transferred assets that it
holds, and may be significantly changed only with the approval of at least a majority of
the beneficial interests held by entities other than the transferor, its affiliates, or
its agents. In Statement 125, the Board required that a qualifying SPE’s powers be
permanently limited, in part so that a transferor could not treat as sold assets it had
seemingly relinquished if it could still control them by changing the SPE’s rules
specifying required or permitted activities. However, the Board later learned that
limitations on entities in certain forms, including many corporation or partnership
forms sometimes used for SPEs, cannot be permanent. Rather than effectively precluding
sale treatment for transfers to such SPEs, the Board instead chose to modify this
condition to allow for the impermanence of limitations but still limit the ability of
the transferor to modify the structure. Consequently, the second condition allows
changes to the structure only with the approval of a majority of third-party BIHs
[beneficial interest holders] that, presumably, would be reluctant to make changes that
would adversely affect their interests [emphasis added].

The Terms Document related to each class of notes issued by CHAIT1 and the Third
Amended and Restated Indenture (the “Indenture”) by and between CHAIT, as issuing entity, and
Wells Fargo Bank, National Association, as indenture trustee, specifically allow the Firm to
change required subordination percentages without the consent of any noteholder so long as the
Firm obtains: (i) confirmation from each note rating agency that the change will not adversely
affect the ratings of any notes and (ii) the required tax opinions; these conditions act as
safeguards to ensure that changes to the required subordination percentages do not have a
significant impact on the economics of the transaction from the perspective of the noteholders.
The noteholders have agreed to the provisions in the Terms Document; as paragraph 184 indicates,
they would not have agreed to such provisions if they could be used to adversely affect their
interests. Therefore, because the documents to which the noteholders have agreed provide a
specified approval process, and because that process does not call for the beneficial interest
holders to approve changes to required subordination percentages if both referenced conditions
are met, the actions to provide increased credit enhancement levels were considered to be both
significantly limited and entirely specified within the legal documents, consistent with
paragraph 35(b).

Prior to amending the required subordination provisions, the Firm did obtain confirmation from
each note rating agency that the change in subordination percentages would not adversely affect
the rating of any notes. The Firm also obtained the required tax opinions. Thus, the Firm
fully complied with the established approval process set forth in the Terms Document.

    1

    The relevant provision for each class of note is
attached as Appendix A to this letter.

Page 4

Paragraph 35(b) — (2) Issuance and Retention of Zero-Coupon Subordinated Securities

The Indenture governs the terms of notes issuable by the trust. When it refers to note interest
rates and payments, the Indenture regularly uses the phrase “if any,” thus implying that notes
may be non-interest bearing. Thus, CHAIT has been authorized from inception to issue
non-interest bearing notes.

As to whom such notes may be issued, various provisions of SFAS 140 implicitly support the
notion that it is acceptable for a transferor to retain beneficial interests. The Indenture
does not prohibit the Firm from purchasing such notes; indeed, it is highly unusual for a
trust’s governing documents to specify particular entities to which the trust is authorized to
issue beneficial interests. Therefore, so long as the issuer does not hold notes issued from
the trust to the extent that it would be in violation of paragraph 35(a) of SFAS 140, it is
acceptable for the issuer to hold such notes. As noted above, the Firm concluded that it
complied with paragraph 35(a) of SFAS 140.

Paragraph 35 (b)  —  (3) JPMorgan Chase’s Decision to Create Discount Receivables

CHAIT’s ability to accept discount receivables is both contemplated in, and permitted by, the
governing documents of CHAIT. No amendment or modification of such documents was required, as
the proposed action was “entirely specified” by the documents.2 Section 2.15 of the
“Chase Issuance Trust Third Amended Restated Transfer and Servicing Agreement” (“Agreement”)
requires that certain notifications must be made in advance of taking the action. Such
notifications were made in accordance with the Agreement.

CHAIT’s power to accept such receivables was also “significantly limited.” Summary 1 of the
“View Proposed by FASB Staff,” specifies that the types of decision powers that a QSPE may have
include “powers to decide to accept a contribution from the transferor of additional assets to
the qualifying SPE to protect BIHs, if that decision is neither an amendment nor a modification
of the legal documents that established the SPE or created the beneficial interests in the
transferred assets that it holds.” In this case, CHAIT is passively accepting discount
receivables, which it is permitted to do under the Agreement, as they are transferred by the
Firm. This action only had an impact on receivables transferred into CHAIT on or after June 1,
2009; the Firm’s actions did not affect any receivables transferred to CHAIT before that date.

Paragraph 35 (c)

Paragraph 186 of SFAS 140 states, “The Board decided that only those [specified] types of assets
can be held because holding other types of assets is inconsistent with the qualifying SPE’s
principal purpose of passively conveying indirect ownership of transferred financial assets to
BIHs [beneficial interest holders].” The three actions taken did not have any impact on the
type of assets previously held by CHAIT or the ownership of the financial assets transferred to
beneficial interest holders. As noted above, both zero-coupon notes and discount receivables
were assets that were contemplated from inception of the CHAIT to be able to be held by CHAIT.
Further, each of these types of assets is passive in nature. Accordingly, all of the actions
taken were in compliance with paragraph 35(c).

    2

    Section 2.15 of the “Chase Issuance Trust Third Amended
Restated Transfer and Servicing Agreement,” which governs “Discount
Receivables,” is attached as Appendix B to this letter.

Page 5

Paragraph 35 (d)

The fourth condition of paragraph 35 of SFAS 140 is not applicable to any of the actions taken
by the Firm during the second quarter of 2009.

Finally, in evaluating the substance and propriety of the actions taken in the aggregate, the Firm
considered paragraph 179 of SFAS No. 140 (which was also noted in the “View Proposed by FASB Staff”
referred to above). This paragraph discusses how the Board distinguished QSPEs from other entities
and states:

The Board reviewed the various powers held and activities engaged in by SPEs whose primary
purpose is limited to passively holding financial assets on behalf of BIHs in those assets.
The Board concluded that some powers and activities are appropriate or even necessary to
support that primary purpose, while other powers are unnecessary or even inappropriate for
that purpose [emphasis added]. The Board developed a revised notion of a qualifying SPE
based on that conclusion. The Board identified four conditions necessary for an SPE to be a
qualifying SPE under this Statement [N.B.: these are the four conditions discussed above].

In summary, JPMorgan Chase believes that the actions taken were appropriate and necessary to
support the primary purpose of CHAIT and were in compliance with the four conditions specified in
paragraph 35 of SFAS 140. Further, as discussed above, JPMorgan Chase believes that CHAIT
continues to meet those four conditions and continues to be a QSPE. The Firm included disclosure
related to both the nature and purpose of all of the actions taken in its Quarterly Report on Form
10-Q for the quarter ended June 30, 2009.

For the information of the Staff, we note that in connection with JPMorgan Chase’s implementation
of SFAS 166 and 167, the Firm intends to consolidate CHAIT for financial accounting and reporting
purposes effective January 1, 2010.

* * * * *

          This is to acknowledge that (i) the Firm is responsible for the adequacy and accuracy of the
disclosure in this filing, (ii) staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with respect to the filing;

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

October 9, 2009

By U.S. Mail and Facsimile to: (212) 270-1604
 Mr. Michael J. Cavanagh
Chief Financial Officer
JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017

Re: JPMorgan Chase & Co.
 Form 10-Q for the Quarterly Period Ended June 30, 2009  File No. 001-05805

Dear Mr. Cavanagh:
  We have reviewed the above-referenced filing and have the following comment.
We have limited our review of your filing to those issues we have addressed in our comment.  Please
be as detailed as necessary in your explanation.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.  After reviewing this information,
we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at th e end of this  letter.

Form 10-Q for the quarterly period ended June 30, 2009
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 15 – Loan Securitizations, page 139

1. We note your disclosure on page 141 surroundi ng the actions you took to mitigate any
further deterioration in the pe rformance of the Chase Issuance  Trust, including increasing the
required credit enhancement level for each tranche of outstanding notes issued by the Trust by increasing the minimum required amount  of subordinated not es and the funding

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
October 9, 2009 Page 2
requirements for the Trust’s cash escrow account s, the trust’s issuance of additional zero-
coupon subordinated securities to you, and the decision for you to designate as “discount
receivables” a percentage of ne w credit card receivables for incl usion in the Trust for a stated
period of time, thereby requiring collections of such discounted receivables to be applied as
finance charge collections in the Trust.  Your  disclosure states that these actions were
permitted by the Trust agreements.  Please tell  us how you concluded that these actions did
not invalidate qualifying SPE status  of your credit card securitizati on trust, and in particular
paragraph 35(b) and the requirement that the QSPE’s permitted activities be both significantly limited and be entirely specified in  the legal documents that established the SPE
or created the beneficial interests in  the transferred assets that it holds.
 Closing Comments

Please respond to this comment within ten bus iness days or tell us when you will provide
us with a response.  Your re sponse letter should key your respons e to our comment and provide
any requested information.  We may have addi tional comments after re viewing your response.
 You may contact Benjamin Phi ppen, Staff Accountant, at (202) 551-3697 or me at (202)
551-3423 if you have questions.
Sincerely,

Amit Pande Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4720         August 4, 2009
By U.S. Mail and Facsimile to: (212) 270-1604
Mr. Michael J. Cavanagh Chief Financial Officer JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017

Re: JPMorgan Chase & Co.
 Form 10-K for the Fiscal Year Ended December 31, 2008  Form 10-Q for the Quarterly Period Ended March 31, 2009  File No. 001-05805

Dear Mr. Cavanagh:
  We have completed our review of your Form 10-K and related filings and have no further comments at this time.          S i n c e r e l y ,
Amit Pande
        Accounting Branch Chief

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Requested by JPMorgan Chase & Co.

Page 1

July 13, 2009

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, 2008

    Form 10-Q for the Quarterly Period Ended March 31, 2009

    File No. 001-05805

Dear Mr. Pande:

     We are in receipt of the letter, dated June 9, 2009, to Michael J. Cavanagh, 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”), relating to the Firm’s response to the
staff’s letter, dated April 9, 2009, 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 Securities and Exchange Commission and have requested
confidential treatment for the redacted portions of this letter.

     We thank the staff for its careful consideration of our response letter, and we look forward
to resolving the staff’s additional comments. To assist in your review of our responses, we have
set forth below in full the comments contained in your letter, together with our responses.

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 8 — Financial Statements and Supplementary Data

Notes to consolidated financial statements

Note 16 — Loan securitizations, page 168

    1.

    In future filings, beginning with your June 30, 2009 Form 10-Q, please provide significantly
enhanced disclosures similar to those included in your response to
bullets one and two of comment 3 of our letter dated April 9, 2009. Your disclosures should
include a comprehensive discussion of the transaction specifically addressing your decision
to voluntarily perform the transfer of higher quality loans with loss

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 2

    rates of 5% to 6% in
return for lesser quality loans with loss rates of 12% to 13% despite the apparent economic
consequences of the transaction. In addition, your disclosure should address any potential
ramifications had the transaction not taken place. In this regard, we note your response
that there was no imminent event — such as “early amortization” — that would have occurred
had these actions not been taken. Please address any other potential ramifications,
including but not limited to ratings issues, liquidity guarantees, reputational risk
associated with the Trust, etc.

    For the staff’s information, subsequent to the Firm’s response dated May 5, 2009 to the
staff’s letter dated April 9, 2009, the Firm took additional actions with respect to the
Washington Mutual Master Trust (the “Trust”) and, as a result of those actions, will record
all of the assets and liabilities of the Trust in its consolidated financial statements for
the period ended June 30, 2009.

    [Redacted]

    2.

    We note your response to comment 3 of our letter dated April 9, 2009 in which you state that
you carried over the allowance for loan losses from WMB and subsequently applied your
methodology for calculating the allowance for loan losses to the acquired seller’s interest
resulting in an increase to the allowance for loan losses, which was recorded as an accounting
conformity adjustment. We also note your response to comment 4 in which you state that the
amount of the Firm’s recorded allowance related to the seller’s interest prior to the removal
of receivables from the Trust was approximately $1.0 billion. Please tell us the amount of
the allowance prior to the accounting conformity adjustment, the amount of the accounting
conformity adjustment, whether this $1.0 billion referred to above includes the adjustment and
confirm, if true, that this accounting conformity adjustment is included in $1.5 billion
charge to conform WMBs loan loss reserve to your methodology as disclosed in the December 31,
2008 Form 10-K.

    The total WMB allowance for loan losses prior to the accounting conformity adjustment was
$[     ] billion; of that total, the amount related to Card Services was $[     ] billion, of
which approximately $[     ] million related to the seller’s interest in the Trust. The total
accounting conformity adjustment recorded to conform the WMB loan loss reserve methodology
to the JPMorgan Chase methodology was $1.5 billion; of that total, the amount related to
Card Services was approximately $[     ] million of which approximately $[     ] million related
to the seller’s interest in the Trust. Thus, the $1.0 billion referred to above includes a
portion of both the original WMB allowance and the additional accounting conformity
adjustment. Specifically, the allowance related to the seller’s interest of approximately
$[     ] billion includes approximately $[     ] of the $[     ] billion of allowance carried over
from WMB and an allocated conformity adjustment of approximately $[     ] million (of the
total accounting conformity
adjustment of $1.5 billion). [Redacted]

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 3

    3.

    Your response to comment 4 of our letter dated April 9, 2009 appears to indicate that the
$400 million provision in the corporate segment relates only to the impact of the 700 bps
increase on the seller’s interest resulting from the transfer of $5.5 billion of par amount
receivables transferred into the Trust. In this regard, we remain unclear how you determined
it was appropriate to record a $400 million provision for a net decrease of $500 million in
seller’s interest resulting from the transaction, particularly considering the overall credit
quality of the assets in the trust improved as a result of the transaction. In order for us
to better understand your accounting in this regard, please provide us with a significantly
enhanced discussion addressing our concern, and provide similarly enhanced disclosure in all
future filings beginning with your June 30, 2009 Form 10-Q. In preparing your response and
enhanced disclosures, please address the following:

    •

    As it relates to the $6.2 billion in credit card receivables removed from the Trust,
please quantify and describe any adjustments aside from the carryover of the allowance
in connection with the acquisition of seller’s interest and subsequent accounting
conformity adjustment (e.g., adjustment for recharacterization of seller’s interest to
wholly owned loans) and tell us the segment in which there adjustments were recorded;
and

    •

    As it relates to the $5.8 billion of higher credit quality loans transferred to the
Trust, please tell us the amount of allowance recorded prior to the transfer and
quantify and describe any adjustments to this historical allowance (e.g.,
recharacterization of loans to seller’s interest) and the segment in which they were
recorded.

    The following describes the Firm’s accounting for the removal of credit card receivables
from the Trust and the subsequent transfer of credit card receivables into the Trust:

    •

    As noted above, following the accounting conformity adjustment, the allowance
for loan losses related to the seller’s interest in the Trust was $1.0 billion.
Later in the fourth quarter, JPMorgan Chase randomly removed $6.2 billion of assets
($6.0 billion of principal receivables and $0.2 billion of accrued interest) from
the Trust. The removal of $6.0 billion of principal receivables increased loans
and decreased the seller’s interest. This part of the transaction had no impact on
the Firm’s overall credit risk profile. Since the removal of accounts was random,
the loss rate on the seller’s interest relinquished was the same as the loss rate
on the principal receivables obtained from the Trust. Accordingly, because the
removal of accounts had no impact on the Firm’s overall credit risk profile, this
part of the transaction did not require any adjustment to the allowance for loan
losses related to the seller’s interest of approximately $1.0 billion. The loans
and related allowance for loan losses were reported in the Card Services segment.

    •

    Following the removal, the Firm added $5.8 billion of assets ($5.5 billion of
principal receivables and $0.3 billion of accrued interest) into the Trust. The

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 4

    addition of $5.5 billion of principal receivables decreased the Firm’s loans on
balance sheet and increased the seller’s interest. The removal of $6.0 billion of
principal receivables with blended loss rates of [     ]% and the addition of $5.5
billion principal receivables with blended loss rates of [     ]% resulted in the
Trust having assets with overall expected blended loss rates of [     ]%. This part
of the transaction changed the Firm’s overall credit risk profile, since the $5.5
billion of principal receivables that were transferred into the Trust were of
higher credit quality than that of the seller’s interest received in return. The
$400 million increase in provision expense was driven by the approximate [     ] bps
increase in expected loss rates on $5.5 billion of loan assets, which now had a
loss rate of [     ]% instead of [     ]%. Because the Firm’s management team viewed
this incremental provision to be directly related to the merger, it was determined
that it would be most appropriate to report it as part of the Corporate segment
along with other merger-related items. [Redacted]

    •

    In summary, the incremental $400 million provision relates to the fact that when
JPMorgan Chase added $5.5 billion of principal receivables to the Trust, the assets
that had been previously on the balance sheet were of a higher credit quality than
that of the seller’s interest received in return. For financial reporting
purposes, both the seller’s interest, as well as other credit card receivables held
by the Firm and not in the Trust, are reported as Loans on the Firm’s consolidated
balance sheet and are reserved for in accordance with the Firm’s allowance for loan
losses methodology.

    As noted above, the Firm took subsequent actions on May 19, 2009 that caused the Firm to
consolidate the assets and liabilities of the Trust on its balance sheet. JPMorgan Chase
proposes to disclose the information included in the response to Comment 1 in its Form 10-Q
for the quarter ended June 30, 2009. The Firm believes the proposed disclosure
appropriately describes the current state of the Trust, the Firm’s current accounting for
the Trust, and gives an appropriate level of disclosure for the Trust in consideration of
the Trust’s overall impact to the Firm’s consolidated results of operations. JPMorgan Chase
will also consider adding, as appropriate, disclosure in its Form 10-Q for the second
quarter ending June 30, 2009 regarding the extent to which the current credit environment
has affected the performance of other Chase credit card trusts, and the actions the Firm has
taken, or may consider taking, as a result.

* * * * *

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 5

     This is to acknowledge that (i) the Firm is responsible for the adequacy and accuracy of the
disclosure in this filing, (ii) staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with respect to the filing; and
(iii) the Firm may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

     If you have any questions or request any further information, please do not hesitate to call
the undersigned at 212-270-3632, Shannon S. Warren at 212-270-0906 or Neila B. Radin at
212-270-0938.

    Very truly yours,

    /s/ Louis Rauchenberger

    Louis Rauchenberger

    Corporate Controller

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

June 9, 2009

By U.S. Mail and Facsimile to: (212) 270-1604
 Mr. Michael J. Cavanagh
Chief Financial Officer
JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017

Re: JPMorgan Chase & Co.
 Form 10-K for the Fiscal Year Ended December 31, 2008  Form 10-Q for the Quarterly Period Ended March 31, 2009  File No. 001-05805

Dear Mr. Cavanagh:

We have reviewed your letter filed on Ma y 5, 2009 and have the following comments.

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 8 – Financial Statements and Supplementary Data
Notes to consolidated financial statements
Note 16 – Loan securitizations, page 168

1. In future filings, beginning with your June 30, 2009 Form 10-Q, please provide significantly
enhanced disclosures similar to those included in response to bullets one and two of comment
3 of our letter dated April 9, 2009.  Your disclosures should include a comprehensive
discussion of the transaction specifically addr essing your decision to vo luntarily perform the
transfer of higher quality loans with loss rates of 5 to 6% in return for lesser quality loans
with loss rates of 12 to 13% despite the appare nt economic consequences of the transaction.
In addition, your disclosure should address any po tential ramifications had the transaction not
taken place.  In this regard, we note your response that there was no imminent event – such
as “early amortization” – that would have occu rred had these actions not  been taken.  Please
address any other potential ramifications, includ ing but not limited to ratings issues, liquidity
guarantees, reputational risk associ ated with the Trust, etc.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
June 9, 2009
Page 2  2. We note your response to comment 3 of our lett er dated April 9, 2009 in which you state that
you carried over the allowance fo r loan losses from WMB and subsequently applied your
methodology for calculating the allo wance for loan losses to the acquired seller’s interest
resulting in an increase to the allowance for loan losses, which was recorded as an accounting
conformity adjustment.  We also note your resp onse to comment 4 in which you state that the
amount of the Firm’s recorded allowance related to the seller’s interest  prior to the removal
of receivables from the Trust was approximately  1.0 billion.  Please tell us the amount of the
allowance prior to the accounting conform ity adjustment, the amount of the accounting
conformity adjustment, whether the $1.0 billion referred to above includes the adjustment
and confirm, if true, that th is accounting conformity adjustment is included in $1.5 billion
charge to conform WMBs loan loss reserv e to your methodology as disclosed in the
December 31, 2008 Form 10-K.

3. Your response to comment 4 of our letter date d April 9, 2009 appears to  indicate that the
$400 million provision in the corporate segment re lates only to the impact of the 700 bps
increase on the seller’s interest resulting fr om the transfer of $5.5 billion of par amount
receivables transferred in to the Trust.  In this regard, we  remain unclear how you determined
it was appropriate to record a $400 million pr ovision for a net decrease of $500 million in
seller’s interest resulting from  the transaction, particularly considering the overall credit
quality of the assets in the tr ust improved as a result of the tr ansaction.  In order for us to
better understand your accounting in this regar d, please provide us w ith a significantly
enhanced discussion addressing our concern, and pr ovide similarly enhanced disclosure in all
future filings beginning with your June 30, 2009 Form 10-Q.  In preparing your response and enhanced disclosures, please address the following:

• As it relates to the $6.2 billion in credit card receivables re moved from the Trust, please
quantify and describe any adjustments aside from the carryover of the allowance in
connection with the acquisition of seller’s in terest and subsequent accounting conformity
adjustment (e.g., adjustment for recharacterizat ion of seller’s interest to wholly owned
loans) and tell us the segment in whic h these adjustments were recorded; and

• As it relates to the $5.8 billion of higher credit quality loan s transferred to the Trust,
please tell us the amount of allowance record ed prior to the transfer and quantify and
describe any adjustments to th is historical allowance (e.g., re characterization of loans to
seller’s interest) and the segmen t in which they were recorded.

Closing Comments

Please respond to these comments within ten business days or tell us when you will
provide us with a response.  Your response le tter should key your resp onses to our comments,
indicate your intent to include the requested revision in future filings, provide a draft of your
proposed disclosure and provide any requested information.  We may have additional comments
after reviewing your response.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
June 9, 2009 Page 3
 You may contact Benjamin Phi ppen, Staff Accountant, at (202) 551-3697 or me at (202)
551-3423 if you have questions.
Sincerely,

Amit Pande Accounting Branch Chief

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Page 1

May 5, 2008

Ms. Kathryn McHale, Staff Attorney

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

Mail Stop 4561

    Re:

    JPMorgan Chase & Co.

Form 10-K for the Fiscal Year Ended December 31, 2008

File No. 001-05805

Dear Ms. McHale:

     JPMorgan Chase & Co. (the “Firm”) hereby submits this letter to respond to comments of the
Staff of the Securities and Exchange Commission contained in your letter dated April 9, 2009
addressed to Michael J. Cavanagh, Chief Financial Officer.

     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, the Firm has separately submitted a copy of this letter containing
the redacted portions of this letter with the Securities and Exchange Commission and has 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 comments
contained in your letter, together with our responses.

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 8 — Financial Statements and Supplementary Data

Notes to consolidated financial statements

Note 2 — Business changes and developments, page 123

    1.

    We note your disclosure on page 125 that in June 2008 the Federal Reserve Bank of New
York (the “FRBNY”) took control, through a limited liability company (the “LLC”) of a
portfolio of $30 billion in assets acquired from Bear Stearns and that you bear the first
$1.15 billion of any losses of the portfolio. We also note your
disclosure on page 139 of your June 30, 2008 Form 10-Q that JPMorgan Chase incurred a net
loss of $540 million (after tax) during the quarter ended June 30, 2008 related to the
acquisition of Bear Stearns. Please confirm whether this loss represented your share of
losses in the LLC based on your first loss position. In addition, please tell us the amount
of losses incurred through December 31, 2008

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 2

    and consider providing disclosure similar to
that provided on page 139 of your June 30, 2008 Form 10-Q in all future filings beginning
with your March 31, 2009 Form 10-Q.

    The $540 million net loss (after tax) during the quarter ended June 30, 2008 that is
disclosed on page 139 of the JPMorgan Chase June 30, 2008 Form 10-Q represents
merger-related items (including losses incurred on the Firm’s equity method investment in
Bear Stearns between April 8th and May 30th, the date the merger was completed) and merger
expenses. Such amount does not include gains or losses related to the operations of Bear
Stearns subsequent to completion of its acquisition on May 30. Such amount also does not
include amounts recorded in respect of JPMorgan Chase’s subordinated loan in the FRBNY LLC
(the “LLC”).

    At the date of the merger, the estimated fair value of the subordinated loan was [Redacted].
The loan is carried at fair value under SFAS No. 159 and is reported in Loans on the Firm’s
Consolidated Balance Sheet at December 31, 2008. Changes in the fair value of the loan have
been recorded through earnings and are reflected in Principal transactions on the
consolidated statements of income [Redacted].

    The valuation of the subordinated loan is based on a Monte Carlo model that projects
multiple paths of expected cash flows for the financial instruments held by the LLC,
allocates the cash flows according to the priority of payments established at the formation
of the entity, weighs the probability of the cash flows, and discounts the cash flows at a
rate reflective of current market conditions. [Redacted]

    We do not believe it necessary to disclose the change in value of the subordinated loan each
quarter for two key reasons: (1) changes in value of the subordinated loan are included in
Principal Transactions and reflected each quarter on the Consolidated Statements of Income,
and such changes in fair value are not a significant driver of the Investment Bank’s
results; and (2) the amount of cash that the Firm will receive upon repayment of its loan
will depend on the value of the asset portfolio and the liquidation strategy directed by the
FRBNY; the loan will be repaid after the FRBNY is repaid in full for its investment. If
there were to be a material loss in the loan at its maturity (which is scheduled for 2018
but could be earlier or later depending on the FRBNY’s liquidation strategy), then
appropriate disclosure will be made at that time. In addition, as to any additional
merger-related items or merger expenses, they will continue to be disclosed in future
filings if material.

    2.

    We note your disclosure on page 123 as it relates to your acquisition of the banking
operations of Washington Mutual Bank that as a result of the refinement of the purchase
price allocation during the fourth quarter of 2008, the initial extraordinary gain of $581
million was increased $1.3 billion to $1.9 billion. Based
on our review of the condensed statement of net assets at the bottom of page 124 and
comparison with a similar statement on page 94 of your Form 10-Q for the quarter ended
September 30, 2008, it appears that a significant portion of the increase resulted from a
change in the value assigned to all other assets. Given the significance of this
adjustment, please provide us with a more robust discussion

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 3

    explaining the significant
changes in your allocation of the purchase price to net assets acquired and underlying
reasons for these changes.

    [Redacted]

Note 16 — Loan securitization, page 168

    3.

    We note your disclosure in footnote (c) on page 172 that in November 2008 you randomly
removed $6.2 billion of credit card loans from a securitization trust previously
established by Washington Mutual and replaced them with $5.8 billion of higher quality
credit card loans from the legacy Chase portfolio. Please provide us with a significantly
enhanced description of this transaction including the following:

    •

    The business purpose of the transaction. For example, tell us what would have
occurred if you had not removed the existing credit card loans and transferred the
credit card loans from the Chase portfolio to the Washington Mutual trust;

    •

    The party initiating the transaction. For example, tell us whether the request was
made by the other certificate holders to the Washington Mutual trust, due to your
contractual obligation to take the action, or the Company’s voluntarily election to do
so at that time;

    •

    How you originally accounted for the acquisition of the seller’s interest in the
Washington Mutual trust;

    •

    The specific terms for removing accounts from the trust and how the removal impacted
the seller’s interest;

    •

    How you determined the removal of the credit card loans from the trust met the
condition(s) described in paragraphs 9(b), 9(c) and 87 of SFAS 140;

    •

    In more detail, the process for randomly selecting the loans to be removed from the
trust;

    •

    If the random removal of credit card loans from the trust was related to a ROAP
(removal of account provision), whether the exercise of the random ROAP resulted in the
assets acquired having proportionately the same, better or worse quality than the
pro-rate seller’s interest that was previously held;

    •

    How you accounted for the addition of higher credit quality credit card loans from
the legacy Chase portfolio to the Washington Mutual trust; and

    •

    How you accounted for your seller’s interest at December 31, 2008, including where
it is included in your segment disclosures.

    The Firm acquired the seller’s interest in the Washington Mutual Master Trust (the “Trust”)
and became its sponsor in connection with the Firm’s acquisition of the Washington Mutual
banking operations effective September 25, 2008. At that time, the assets of the Trust were
entirely comprised of subprime credit card receivables.
Accordingly, the quality of these assets was much lower than the quality of the credit card
receivables that JPMorgan Chase has historically securitized in the public markets.
Therefore, in order to more closely conform the overall quality of the Trust assets to the
quality typical of a JPMorgan Chase-sponsored credit card securitization Trust, the Firm
randomly removed accounts from the Trust and replaced them with higher-quality

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 4

    accounts from
the Firm’s portfolio. At the time of the action, the excess spread in the Trust was
positive. The Firm believed there was no imminent event — such as an “early
amortization"—that would have occurred had these actions not been taken at that time.
Management decided to take the actions voluntarily and primarily for the purpose of
repositioning the assets of the Trust to be more in line with the quality of previous
JPMorgan Chase-sponsored transactions.

    As described in the preceding paragraph, JPMorgan Chase voluntarily elected to randomly
remove accounts from the Trust (as allowed by, and in accordance with, the Trust’s pooling
and servicing agreement).

    JPMorgan Chase accounted for its initial acquisition of the seller’s interest in the Trust
as an acquisition of loans under SFAS No. 141, Business Combinations, and SAB No. 61, Loan
Losses. Specifically, on the date of the acquisition, the Firm’s beneficial interest in the
Trust’s credit card receivables was recorded at the present value of expected amounts to be
received determined at appropriate current interest rates, and the related allowance for
loan losses was carried over from WMB. JPMorgan Chase then applied its methodology for
calculating the allowance for loan losses to this acquired seller’s interest. Applying the
JPMorgan Chase methodology resulted in the need to increase the allowance for loan losses;
the increase was recorded in the Firm’s Provision for credit losses as an accounting
conformity adjustment.

    The pooling and servicing agreement between the seller and the Trust provides for removal of
accounts by the seller upon satisfaction of certain conditions, including: 1) providing
timely written notice of the planned removal to certain parties, including the trustee, the
servicer and each rating agency; 2) obtaining written confirmation from each rating agency
that the removal will not result in a reduction or withdrawal of the rating for any
outstanding series or class of securities; 3) providing certain representations and
warranties regarding the list of removed accounts; and 4) providing an officer’s certificate
to the trustee specifying that the removal will not cause a pay out event to occur with
respect to any series and that no selection procedure was utilized which would cause the
selection of the removed accounts to be materially adverse to the investors. The pooling
and servicing agreement further provides that: 1) no more than one removal can occur during
any monthly period; 2) the accounts to be removed must be selected at random; and 3) the
aggregate principal balance of the removed accounts as of the date the rating agencies and
trustee were notified of the account removal cannot result in the Firm’s seller’s interest
falling below the minimum seller’s interest required to be maintained by the Trust documents
(which is 5%). Prior to the removal of the accounts, the seller’s interest was
approximately $6.8 billion, or approximately 38%. With the removal of approximately $6.0
billion aggregate principal balance of accounts (the $6.2 billion disclosed by the Firm
included accrued interest), the seller’s interest was reduced to approximately $.7 billion,
which was slightly in excess of the 5% minimum seller’s interest required to be maintained
for the Trust. After the subsequent addition of the
receivables (immediately following the removal of accounts), which is further discussed
below, the seller’s interest represented approximately 36% of the Trust.

    Taking actions in conformity with the removal of accounts provision (ROAP) did not require
any amendments or modification of the pooling and servicing agreement or the

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 5

    Trust
documentation. SFAS 140 states that removal of accounts provisions that provide for random
removals of excess assets do not preclude sales accounting if such ROAP is sufficiently
limited so that the transferor cannot remove specific transferred assets. The removal of
account provisions specified in the pooling and servicing agreement limits any random
removal of accounts up to the amount required to maintain the minimum seller’s interest with
only one such removal during a monthly period. Given the low-balance homogenous nature of
credit card receivables, the limitations specified in the pooling and servicing agreement as
described above, and the random removal process (as described below), the Firm concluded
that the random removal effected during the fourth quarter was sufficiently limited that the
Firm could not effectively remove specific assets from the Trust, thereby satisfying the
conditions described in paragraphs 9(b), 9(c), 54 and 87 of SFAS 140.

    The following describes the process utilized for randomly selecting the accounts for removal
from the Trust:

    •

    Card data for all Trust accounts, including the card number (account number) for
each account, was compiled.

    •

    For each card number, a random number was assigned to it using an automated
random number generator.

    •

    The random numbers associated with the card numbers were then ordered in
ascending order and selected for inclusion in the account removal population up to
the point that the population’s aggregate current balance dollar amount was equal
to or slightly greater than the targeted dollar amount of the account removal. The
targeted dollar amount was set slightly below the maximum amount allowed for
removal under the Trust documents as described above.

    •

    A test was then performed to compare the account removal population to the total
Trust account population to determine that it was not significantly different, at a
99.9% confidence level, with regard to three metrics: average account balance,
average credit limit, and average age.

    Based on the results of the process described above, the Firm believes that the random
removal of accounts from the Trust resulted in the assets acquired by the Firm having
proportionately the same credit quality as that of the seller’s interest that was previously
held.

    The addition of higher credit quality credit card loans from the JPMorgan Chase portfolio to
the Trust, which was a permitted action under the pooling and servicing agreement, resulted
in a recharacterization of the loans to seller’s interest. The Firm transferred $5.8
billion of assets ($5.5 billion par amount of principal receivables plus $.3 billion of
accrued interest) to the Trust and, as a result, no longer had rights to the specific Chase
receivables but instead received an increased undivided interest in a proportionate
amount of the total assets of the Trust. Repayment of the seller’s interest is dependent on
the cash flows of all of the receivables in the Trust. The Firm accounted for its seller’s
interest in the Trust consistent with its accounting for other seller’s interest — that is,
as Loans on the consolidated balance sheets with an allowance for loan losses estimated in
accordance with the Firm’s allowance methodologies.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 6

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

April 9, 2009

By U.S. Mail and Facsimile
 Mr. Michael J. Cavanagh
Chief Financial Officer
JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017

Re: JPMorgan Chase & Co.
 Form 10-K for the Fiscal Year Ended December 31, 2008  File No. 001-05805

Dear Mr. Cavanagh:

We have reviewed the above referenced filing and related materials and have the
following comments.  Where indicated, we thin k your documents should be revised.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In your
response, please indicate your intent to include  the requested revision in future filings and
provide a draft of your proposed disclosure.  In  some of our comments, we may ask you to
provide us with information so we may better unde rstand your disclosure.  After reviewing this
information, we may have additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at the end of th is letter.
 Form 10-K for the Fiscal Year Ended December 31, 2008

 Item 8 – Financial Statements and Supplementary Data

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
April 9, 2009
Page 2  Notes to consolidated financial statements

 Note 2 – Business changes and developments, page 123

1. We note your disclosure on page 125 that in  June 2008 the Federal Reserve Bank of New
York (the “FRBNY”) took control, through a li mited liability company (the “LLC”) of a
portfolio of $30 billion in asse ts acquired from Bear Stearns and that you bear the first
$1.15 billion of any losses of the portfolio.  We  also note your disclosure on page 139 of
your June 30, 2008 Form 10-Q that JPMorgan Chase incurred a net loss of $540 million
(after tax) during the quarte r ended June 30, 2008 related to the acquisition of Bear
Stearns.  Please confirm whether this loss represented your share of losses in the LLC
based on your first loss position.  In addition, please tell us the amount of losses incurred
through December 31, 2008 and consider providing disclosure similar to  that provided on
page 139 of your June 30, 2008 Form 10-Q in all future filings beginning with your
March 31, 2009 Form 10-Q.

2. We note your disclosure on page 123 as it relates to your acquisition of the banking
operations of Washington Mutual Bank that as a result of the refinement of the purchase
price allocation during the four th quarter of 2008, the initia l extraordinary gain of $581
million was increased $1.3 billion to $1.9 billi on.  Based on our review of the condensed
statement of net assets at the bottom of pa ge 124 and comparison with a similar statement
on page 94 of your Form 10-Q for the quarter ended September 30, 2008, it appears that a significant portion of the increase resulted fr om a change in the value assigned to all
other assets.  Given the significance of this adjustment, please provide us with a more
robust discussion explaining the significant changes in your allocation of the purchase
price to net assets acquired and underlying reasons for these changes.

Note 16 – Loan securitizations, page 168

3. We note your disclosure in footnote (c) on page 172 that in November 2008 you
randomly removed $6.2 billion of credit card lo ans from a securitization trust previously
established by Washington Mutual and replaced  them with $5.8 billion of higher quality
credit card loans from the legacy Chase portf olio.  Please provide us  with a significantly
enhanced description of this tr ansaction including the following:

• The business purpose of the transaction.  For example, tell us what would have
occurred if you had not removed the existing credit card loans and transferred the credit card loans from the Chase portfolio to the Washington Mutual trust;
• The party initiating the transaction.  For ex ample, tell us whether the request was
made by the other certificate holders to the Washington Mutual trust, due to your contractual obligation to take the action, or the Company’s voluntarily election to do
so at that time;

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
April 9, 2009
Page 3
• How you originally accounted for the acquisi tion of the seller’s interest in the
Washington Mutual trust;
• The specific terms for removing accounts from the trust and how the removal
impacted the seller’s interest;
• How you determined the removal of credit card loans from the trust met the
condition(s) described in paragrap hs 9(b), 9(c) and 87 of SFAS 140;
• In more detail, the process for randomly se lecting the loans to be removed from the
trust;
• If the random removal of cr edit card loans from the tr ust was related to a ROAP
(removal of accounts provision), whether the exercise of the ra ndom ROAP resulted
in the assets acquired having proportionately  the same, better or worse quality than
the pro-rata seller’s interest that was previously held;
• How you accounted for the addition of higher cr edit quality credit card loans from the
legacy Chase portfolio to the Washington Mutual trust; and
• How you accounted for your seller’s intere st at December 31, 2008, including where
it is included in your segment disclosures.

4. As a related matter, we note your disclosure  on page 61 that as a result of converting
higher credit quality Chase-originated on-book recei vables to the Trust’ s seller’s interest
which has a higher overall loss rate reflective of the total assets within the Trust, you
recorded an incremental provision expe nse of approximately $400 million in the
Corporate segment as the action related to  the acquisition of Washington Mutual’s
banking operations.  Please tell us the following:

• As it relates to the original $6.2 billion of  credit card receivables in the Washington
Mutual trust, the amount of your recorded  allowance prior to the removal of the
receivables from the trust;
• Whether you recorded any incremental pr ovision expense on these receivables
subsequent to your acquisition of seller’s intere st in the Washington Mutual trust and
prior to their removal from the trust;
• How the removal of $6.2 billion of cred it card receivables less the incremental
provision of $400 million and the transfer of $5.8 billion of higher credit quality
Chase credit card receivables result in your maintaining an appropriate level of
seller’s interest.  It would a ppear that the same value of receivables would exist in the
trust before and after the transaction;
• In more detail, your allowance methodology for loans held as a resu lt of your seller’s
interest;
• How you determined the amount and timing of the incremental provision; and
• How you determined the incremental provi sion was related to the acquisition of
Washington Mutual’s banking operations and th us reported in the corporate / private
equity segment as opposed to the card services segment.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
April 9, 2009
Page 4    Item 11.  Executive Compensation

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 9

5. We note your disclosure on page 9 that, in  determining the variable component of
executive compensation, you rely on busine ss judgment and do not use formulaic
approaches tied to total shareholder return or other narrow measures.  We also note your
disclosure on page 10 that the Compen sation Committee decided there would be no
bonus for 2008 for Mr. Dimon because the Firm, while profitable, was well short of the goal for the year.  Please tell us whethe r the Compensation Committee set a performance
target and, if so, why it is not described in the proxy statement.
 Executive compensation tables

 VII.  2008 Potential payments upon termination or change-in-control, page 24

 6. Please tell us the value of unvested stock awards shown in the table on page 25 that
accelerate as a result of a termination event a nd the value of unvested stock awards that
continue to vest following a termination even t.  Please make this distinction clear in
future filings.
 Closing Comments

Please respond to these comments within ten business days or tell us when you will
provide us with a response.  Your response le tter should key your resp onses to our comments,
indicate your intent to include the requested revision in future filings, provide a draft of your
proposed disclosure and provide any requested information.  We may have additional comments
after reviewing your response.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
April 9, 2009 Page 5
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 • the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

You may contact Benjamin Ph ippin, Staff Accountant, at (202) 551-3697, or Amit Pande,
Accounting Branch Chief, at (202) 551-3423 if you have questions regarding any matters relating to the financial statements and related matters.  Please contact Michael Seaman at (202)
551-3366 or me at (202) 551-3464 with any other questions.
Sincerely,

Kathryn McHale Staff Attorney

Mail Stop 4536
April 21, 2008
 Anthony J. Horan Corporate Secretary JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017
Re: JPMorgan Chase & Co.
  Registration Statement on Form S-4
Filed April 11, 2008
  File No. 333-150208   Annual Report on Form 10-K fo r the Year Ended December 31, 2007
  Filed February 29, 2008   File No. 01-5805    Bear Stearns Companies, Inc.   Annual Report on Form 10-K fo r the Year Ended November 30, 2007
  Filed January 29, 2008
Amended March 31, 2008 Form 10-Q for the Quarter ended February 29, 2008 Filed March 14, 2008
Current Report on Form 8-K
Filed March 11, 2008
  File No. 01-8989

Dear Mr. Horan:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Anthony Horan, Corporate Secretary
JPMorgan Chase & Co.
April 21, 2008 Page 2 of 6

Bear Stearns’ Officers and Directors Have Financial Interests in the Merger That Differ
From Your Interests, page 5
1. Revise this section to identify the valu e of amounts payable to directors and
senior officers of Bear Stearns. Also, pl ease differentiate between the value of any
agreements that have been entered into subsequent to March 13, 2008 and those
that result from Bear Stearns ex ecutive retention programs.

Bear Stearns will Hold its Special Meeting on…, page 7
2. News reports have suggested that some directors and officers may have divested
some of their shares.  Please disclose in the last paragraph the percentages of
shares that officers and dire ctors hold and intend to vote in favor of the merger as
a more recent date.

Background of the Merger, page 27
3. On page 29 you state that a “government official” advised Mr. Schwartz that a
transaction had to be accomplished by th e end of the weekend of March 15, 2008.
Similarly, on page 31 you state that JP Morgan Chase, upon consultation with
“government officials,” had determined th at it could not offer more than $2 per
share.  Please revise this disclosure to identify the agency that the officials in each instance represented.
4. In order for the investor to better und erstand the information available to the
Board in making its recommendation to the shareholders, please clarify whether
any of Bear Stearns bankruptcy, legal or  financial advisors conducted a valuation
of the potential proceeds to shareholders  in the event of a filing for bankruptcy.
Please provide additional disclosure in  the first full paragraph on page 32
regarding the basis of  the “collective view.”

Opinion of Bear Stearns’ Financial Advisor, page 38

5. Please disclose all compensation received by Lazard and its affiliates from Bear
Stearns and its affiliates during the pa st two years in accordance with Item 1015
of Regulation M-A and Item 4 of Form S-4.
 Bear Stearns’ Stockholders Do Not Have Dissenters’ Appraisal Rights in the Merger,
page 46
6. Revise this section to disclose the ex ception from the right of appraisal under
Delaware General Corporation Law that app lies to this transaction and discuss the
factual and legal reasons th at the exception applies.

Anthony Horan, Corporate Secretary
JPMorgan Chase & Co.
April 21, 2008 Page 3 of 6

Bear Stearns’ Officers and Directors Have Financial Interests in the Merger, page 48

7. Please clarify the amounts payable to dire ctors and senior offi cers, including the
named executive officers listed in Bear Stearns’ amended 10-K filed March 31,
2008.  In particular, please discuss the ma terial differences, if any, between the
amounts disclosed in response to Item 402(j)  with regard to the named executives
and the amounts payable as a result of the merger.
8. Please expand this discussion here and at the summary on page 5 of the disclosure
to address all interests in the merger he ld by Bear Stearns’ of ficers and directors,
including but not limited to, the extent to which Bear Stearns management will be
retained by JPMorgan Chase, alterations  in management’s executive agreements
favorable to such management, and the equity participation of Bear Stearns’
officers and directors in JPMorgan Chase.

Unaudited Pro Forma Combined Financial Information
Notes to Unaudited Pro Forma Co mbined Financial Information
Note 3 - Unaudited Pro Forma Adjustments, page 74
9. Please consider the need to include a purchase price adjustment for the allocation
and subsequent write-off of customer relati onships or other intangible assets or an
explanatory note detailing methodologies a nd considerations given resulting in no
required pro forma adjustment, as appropriate.
 JP Morgan Chase and Co. Form 10-K for the Fiscal Year Ending December 31, 2007

Audited Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 17 - Variable Inte rest Entities, page 146
10. We note your disclosure on page 146 that the conduit's administrative agent can
require the liquidity provider, which in cer tain circumstances is JPMorgan Chase,
to purchase assets from the conduit at an amount that is in excess of the asset's then current fair value, which in effect provides a guarantee of the initial value of
the reference asset as of the date of the ag reement.   Your disclosure also states
that generally your obligations under the asset purchase agreements are structured
such that you will only purchase, or lend against, a pool of non-defaulted performing assets.  However, in limited circumstances you may provide unconditional liquidity.  Pleas e tell us the following:
• the circumstances where the administra tive agent can requ ire you to purchase
assets from the conduit at an amount in ex cess of the assets' current fair value;
• whether you are required to bear any of the risk of loss on the difference
between the assets' purchase price and the current fair value of the assets;

Anthony Horan, Corporate Secretary
JPMorgan Chase & Co.
April 21, 2008 Page 4 of 6

• the circumstances where you provide unc onditional liquidity to the conduits
and provide additional details on your obligations under those circumstances.
Additionally, please tell us whether you consolidate the conduits in these
situations;
• the roles and responsibilities of the administrator of the conduit;
• when the administrator is required to purchase assets from the conduit, and
how any losses related to the transferred assets are allocated to the variable interest holders; and
• whether you are the administrator for all of the multi-seller conduits for which
you provide liquidity.
11. We note your disclosure on page 149 that in October 2007, you transferred certain
structured CDO assets to the firm from  two firm-administered conduits at par
value.  Your disclosure states that you tr ansferred these assets, in part, to ensure
the continuing viability of th e two conduits as financing vehicles for clients and as
investment alternatives for commercial paper investors.  We also note your
disclosure that you do not be lieve the October 2007 transfer of assets from the
conduits is an indicator of your intent to  provide implicit support to the expected
loss note (ELN) holders.  Please respond to the following:
• provide us with additional background on why you chose to bear the loss of
the October 2007 transfer of structured  CDO assets from the conduits, as
opposed to the allocation that would normally occur;
• tell us whether, subsequent to October 2007, you have transferred any
additional assets from the conduits, and if so, how any losses related to those
transfers were allocated among the variable interest holders; and
• tell us who was involved with the Oct ober 2007 decision to transfer the assets
from the conduit and bear the risk of loss associated with the assets.  As part
of your response, tell us whether the ELN holders requested that you bear the
risk of loss associated  with those assets.
12. Please provide us with additional backgr ound on your intent to not protect any
ELN holders from potential losses on any of the conduits' holdings.  Specifically,
please address the following:
• tell us the parties involved in maki ng the determination that you would not
protect any ELN holders from potential losses;
• tell us whether this determination was premised on certain assumptions, for
example, that the remaining assets in the conduits would not experience
significant defaults or declines in fair value;
• tell us whether you have received any requests from the ELN holders,
commercial paper holders, or other partie s requesting that you  transfer certain
assets out of the conduits a nd bear any losses associated  with the transfer.  If
so, please tell us how you responded; and
• provide us with additional informati on about the renego tiation of the ELN

Anthony Horan, Corporate Secretary
JPMorgan Chase & Co.
April 21, 2008 Page 5 of 6

notes, including the consideration paid  for the increase in the level of
commitments and funded amounts to be provided by the ELN holders.

Bear Stearns Companies, Inc. Form 10 -K for the year ended November 30, 2007

13. On March 11, 2008 Bear Stearns filed an 8-K which provides revised Item 7 and
Item 8 disclosure.   Please advise the st aff of Bear Stearns reasons for making this
filing to replace the information included in the Bear Stearns 10-K, as amended.
Also, please advise the staff whether Bear Stearns and its advisors believe that an
amendment to the 10-K is required.

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection

Anthony Horan, Corporate Secretary
JPMorgan Chase & Co. April 21, 2008 Page 6 of 6

with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 1 regarding requesting acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
 You may contact Ben Phippen, Staff Accountant, at  (202) 551-3697, John P.
Nolan, Accounting Branch Chief, at (202) 551- 3492 or Donald Walker, Senior Assistant
Chief Accountant, at (202) 551-3490 if you have questions regarding comments on the financial statements and related matters.  Please contact Christian Windsor, Special
Counsel, at (202) 551-3419 or me at ( 202) 551-3698 with any other questions.

     S i n c e r e l y ,

      M a r k  W e b b       L e g a l  B r a n c h  C h i e f

Mail Stop 4561

         October 19, 2007
   Mr. Michael J. Cavanagh Chief Financial Officer JPMorgan Chase & Co.  270 Park Avenue New York, NY 10017
       Corrected

RE: JPMorgan Chase & Co.
Form 10-K for the Fiscal Ye ar Ended December 31, 2006
Form 10-Q for the Fiscal Qu arter Ended March 31, 2007
File No. 1-5805

Dear Mr. Cavanagh:

We have reviewed your supplemental response letter dated September 19, 2007
and have the following comments.

Form 10-K for Fiscal Year Ended December 31, 2006
Notes to Consolidated Financial Statements
Note 13- Allowance for Loan Losses, page 113

1. We have reviewed your response to prior comment one from our letter dated July 31,
2007.  Please tell us in more detail how you use statistical data to estimate your
allowance for loan losses.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
October 19, 2007 (Corrected) Page 2  Note 28- Accounting for Derivative  and Hedging Activities, page 131

2. We have reviewed your response to prior comment two from our letter dated July
31, 2007.  You state that the external derivativ e must be executed as soon as possible
and always before the end of the same trade date, and that both the internal and external trades are executed at market valu e.  Please provide us with the following
additional information:
• Tell us whether cash is exchanged with (e ither paid or received) the external
counterparty to compensate for market rate movements between the time the internal swap and matching trade are executed.

• Tell us whether the internal trading desk  receives a dealer profit for executing
a trade with an external counterparty on behalf of th e hedging segment or if it
passes along the external derivative to the hedging segment at market price
(with no profit); and

• If the internal trading desk receives a d ealer profit, tell us how that profit is
accounted for in the consolidated financial statements.

• Describe the specific considerations e ach segment would make in determining
whether it should enter into a derivative instrument directly with an external
counterparty or through the tr ading desk.  For example, tell us if in all cases
the segment enters into a derivative tran saction with the trading desk if the
pricing is cheaper as compared to a thir d party, or if other factors come into
play.

3. We have reviewed your response to prior comment two from our letter dated July
31, 2007.  You state that the hedging segment verifies on trade date that the terms of
the external derivative meet the qualifi cations to be used as a SFAS 133 hedge
relationship.  Please clarify the hedging segm ent level that performs the verification.
For example, tell us whether the verificat ion is performed at the operating segment
level, the reportable segment level, or some other level.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
October 19, 2007 (Corrected) Page 3  4. We have reviewed your response to prior comment two from our letter dated July
31, 2007.  We note you use a two-step process to assess hedge effectiveness, which involves calculating the change in value of the intern al derivative as a
proxy of the change in value of the external derivative.  Due to the de minimus difference in terms, your conclusions rega rding hedge effectiveness have not been
changed by differences in the changes in value of the external derivative versus
internal derivatives.  Please provide us with the following additional information:
• Clarify for us what the differences in the changes in value represent.   For
example, clarify if the differences repr esent intraday time value changes, the
difference in terms of the internal and ex ternal derivatives or something else.
Additionally, describe the pr ocedures employed to determine that the effect is
de minimus.  Specifically, tell us whether this amount is calculated
quantitatively or determined more on a qualitative basis.
• Tell us the business purpose of calculating the change in value of the internal
derivative as a proxy for the change in value of the external derivative.
Specifically, tell us why you do not calc ulate the change in value of the
external derivative, as that is the designated hedging instrument.
• Tell us whether you have ever used th e shortcut method of accounting for
these hedging relationships.  If so, please confirm the criteria in paragraph 68 of SFAS 133 were met solely with resp ect to the third party derivative.
• Confirm that the assessment of effectiveness and measurement of
ineffectiveness is performed based on the designated third party derivative.
• Describe your process for measuring ineffectiveness.

5. We have reviewed your response to prior comment four from our letter dated July
31, 2007.  Please provide us with the following:

• Provide us with an example customer  contract for a deposit liability
containing an embedded gold forward sale derivative.

• Tell us the nature of customers that you enter into these types of transactions
with.  Additionally, please tell us whethe r these are new type s of transactions,
or whether this is just a new type of hedging strategy.

• Tell us the business purpose of enteri ng into these types of transactions.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
October 19, 2007 (Corrected) Page 4
• Tell us whether any cash is exchanged between you and th e counterparty at
the inception of the contract.

• Tell us whether you are able to sell or transfer the gold bullion without
restriction or permission from the depositor.

• Tell us whether you are required to return the specific gold the customer
deposited at the end of the contract.

• Quantify the amounts recorded in earnings for each period presented as a
result of your method of a ssessing effectiveness.

• Describe your ongoing prospective a ssessment of hedge effectiveness.

6. We have reviewed your response to prior comment four from our letter dated July
31, 2007.  Please provide us with the following additional information regarding
your fair value hedges of benchmark inte rest rate risk in long-term debt.

• Explain in further detail how you make your initial assessment of prospective
hedge effectiveness.

• Describe each of the regression outputs you consider in your initial
prospective and retrospective assess ments of hedge effectiveness.
Additionally, tell us whether each and all of these regression outputs must fall
within a specific documented range for you to conclude the hedge is highly
effective.

• Describe your ongoing prospective a ssessment of hedge effectiveness.

7. We have reviewed your response to prior comment four from our letter dated July
31, 2007.  Please provide us with the following additional information regarding
your cash flow hedges of one month LIBOR- based liabilities w ith daily resets.

• Describe each of the regression outputs you consider in your initial
prospective, ongoing prospective and re trospective assessments of hedge
effectiveness.  Additionally, tell us whether each and all of these regression
outputs must fall within a specific docu mented range for you to conclude the
hedge is highly effective.

• Clarify the nature of the deposits he dged (time deposit, demand deposits) and
whether such deposits are money market accounts or sweep accounts.  If so,

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
October 19, 2007 (Corrected) Page 5
tell us how you concluded that each of these products qualified for benchmark
interest rate hedging given the restri ction in paragraph 29(h) of SFAS 133.

• Tell us how the period you use for a cha nge in one-month LIBOR compares to
the actual hedge period that you use.

8. We have reviewed your response to prio r comment seven from our letter dated
July 31, 2007.  Please provide us with the following additional information:
• Please provide clarification regarding how you group individual transactions
and how you determine that these trans actions share the same risk exposure
for which they are designated in acc ordance with paragraph 29.a. of SFAS
133.  In particular, explain whether you believe that variable-rate assets or
liabilities could be grouped with fixed-rate rollove r assets or liabilities and
qualify as similar risk exposures given that DIG Issue G19 indicates a clear
distinction between fixed-rate and va riable-rate instruments for cash flow
hedging purposes. Additionally, explain whether you believe there are any
system integration issues that w ould prevent you from determining the
sequence of forecasted hedge transactions.
• Tell us whether you use the hypothetical derivative method for your hedges of
forecasted revenues, and if so how you determine the hypothetical derivative.
• For each type of forecasted transaction, tell us how often you determine the “core” amounts.
9. We have reviewed your response to prio r comment eight from our letter dated
July 31, 2007.  Please tell us how you account  for the derivatives in your rollover
cash flow hedging strategies using the first payments approach.  Please tell us
what happens to a specific layer of cas h flows when the derivative hedging them
is terminated or matures.   For example,  tell us whether the specific layer of cash
flows is reassigned to a di fferent hedging instrument, and if so, whether your
policy requires you to designate or rede signate existing relationships.
10. We have reviewed your response to prio r comment eight from our letter dated
July 31, 2007. If you are following a layeri ng strategy, please provide us with
your hedge documentation illustrating your methodology.
11. We have reviewed your response to prio r comment ten from our letter dated July
31, 2007.  Tell us how you measure de minimus fair value of hypothetical
derivatives.  Specifically, tell us whether this amount is calculated quantitatively
or determined more on a qualitative basis.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co. October 19, 2007 (Corrected) Page 6  Form 10-Q for the Fiscal Quarter Ended March 31, 2007

Note 3- Fair Value Measurement
Transition, page 77
12. We have reviewed your response to prior comment thirteen from our letter dated
July 31, 2007.  Please tell us how freque ntly you update valuation adjustments.
Additionally, explain how your adjustments compare to actual historical realization of equity enterprise value for such investments and quantify the total aggregate amounts of those adjustments.

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.
 You may contact Sharon Bl ume, Staff Accountant, at  (202) 551-3474 or me at
(202) 551-3490 if you have questions.             S i n c e r e l y ,

                      D o n a l d  W a l k e r           Senior Assistant Chief Accountant

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   sideletter.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

     Attention: Todd Schiffman

                     Christian Windsor

                     Mark Webb

     Re:     JPMorgan Chase & Co.

           Form S-4 (File No. 333-150208) filed April 11, 2008

Gentlemen:

     Pursuant to our telephone conversation earlier this afternoon, I am writing, on behalf of JPMorgan Chase & Co. (“JPMorgan Chase”), to clarify our April 23, 2008 response to comment 7 of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the letter from the Division of Corporation Finance dated April 21, 2008 with respect to the above-referenced filing. By this letter I clarify that in such response, we used the phrase “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. In other words, JPMorgan Chase does not believe the term sheet with the Federal Reserve Board of New

Securities and Exchange Commission

April 25, 2008

Page 2 of 2

York or the agreements resulting therefrom, when finalized, is or will be a material contract (within the meaning of Item 601(b)(10) of Regulation S-K) to JPMorgan Chase.

****

     Please feel free to contact the undersigned (telephone no. 212-403-1381) of Wachtell, Lipton, Rosen & Katz, counsel to JPMorgan Chase, should you require further information or have any questions.

     Sincerely,

     /s/Nicholas G. Demmo

     Nicholas G. Demmo

CORRESP
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filename1.htm

SEC Acceleration Letter

 JPMorgan Chase Bank, N.A.

 270 Park Avenue

 New York, New York 10017

 April 25, 2008

 VIA EDGAR AND FACSIMILE

 Todd Schiffman

 Assistant Director

 Securities and Exchange Commission

 Division of Corporation Finance

 450 Fifth Street, N.W.

 Washington, D.C. 20549

Re:
JPMorgan Chase & Co.

Registration Statement on Form S-4, as amended

File No. 333-150208

 Dear Mr. Schiffman:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, JPMorgan Chase & Co. (the “Registrant”) hereby requests
acceleration of effectiveness of its Registration Statement on Form S-4 (File No. 333-150208), as amended, to April 25, 2008 at 5:00 p.m. Eastern Time, or as soon as possible thereafter.

 In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

•

 Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

 The action of the Commission or staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 The Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 Todd Schiffman

 April 25, 2008

 Page 2

 Please
contact Nicholas G. Demmo of Wachtell, Lipton, Rosen & Katz, counsel to JPMorgan Chase & Co., at (212) 403-1381 with any questions you may have concerning this request. In addition, please contact Mr. Demmo when this
request for acceleration has been granted.

Very truly yours,

By:

/s/ Neila B. Radin, Esq.

Neila B. Radin, Esq.

Senior Vice President and Associate General

Counsel

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S.E.C Response Letter

 April 24, 2008

 Securities and Exchange Commission

 Division of Corporation Finance

 450 Fifth Street, N.W.

 Washington, D.C. 20549

Attention:

 Todd Schiffman

 Christian Windsor

 Mark Webb

 Ben Phippen

 John P. Nolan

 Donald Walker

Re:

 JPMorgan Chase & Co.

 Form 10-K (File No.
01-5805) filed February 29, 2008

 Gentlemen:

 On behalf of JPMorgan Chase & Co. (“JPMorgan Chase”), we hereby submit the response of JPMorgan Chase to comment 14 of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) set forth in the letter from the Division of Corporation Finance dated April 21, 2008 with respect to the above-referenced filing. This response supersedes and replaces our prior response to the Staff’s comment 14
contained in our letter dated April 23, 2008.

 Securities and Exchange Commission

 April 24, 2008

 Page 2 of 5

 This letter is being filed with the Commission electronically via the EDGAR system today. In addition to the EDGAR filing, we are delivering to the Staff
a hard copy of this letter.

 For the convenience of the Staff, the Staff’s comment 14 is reproduced below and is followed by the
corresponding response of JPMorgan Chase.

14.
Please provide us with additional background on your intent to not protect any ELN holders from potential losses on any of the conduits’ holdings. Specifically, please
address the following:

•

 tell us the parties involved in making the determination that you would not protect any ELN holders from potential losses;

•

 tell us whether this determination was premised on certain assumptions, for example, that the remaining assets in the conduits would not experience significant
details or declines in fair value;

•

 tell us whether you have received any requests from the ELN holders, commercial paper holders, or other parties requesting that you transfer certain assets out
of the conduits any bear any losses associated with the transfer. If so, please tell us how you responded; and

•

 provide us with additional information about the renegotiation of the ELN notes, including the consideration paid for the increase in the level of commitments
and funded amounts to be provided by the ELN holders.

 Response:

 JPMorgan Chase is providing portions of this response in a supplemental response to the Staff under separate cover requesting confidential treatment
pursuant to the provisions of 17 C.F.R. § 200.83.

 As noted on page 146 of the JPMorgan Chase 2007 10-K, JPMorgan Chase is an active
participant in the asset-backed securities business, helping meet customers’ financing needs by providing access to the commercial paper markets through four VIEs known as multi-seller conduits. JPMorgan Chase’s primary roles related to
the JPMorgan Chase multi-seller conduits are as administrative agent (administrator), as liquidity provider and as program-wide credit enhancement provider.

 In its role as administrator, JPMorgan Chase structures and monitors asset-backed conduit transactions for the vehicles it administers. JPMorgan Chase acts as an agent not only on behalf of the asset originators, but
also on behalf of the commercial paper investors and third party liquidity banks. The administrator’s function is to minimize the risk of loss that may arise from originator or asset credit deterioration as well as to minimize operational
errors. Rating agencies and large money market investors generally perform annual on-site due diligence of the administrator.

 Securities and Exchange Commission

 April 24, 2008

 Page 3 of 5

 As a means of ensuring timely repayment of the commercial paper, each asset pool financed by the conduits has a minimum 100% deal-specific liquidity
facility associated with it. The liquidity facilities are typically in the form of asset purchase agreements (“APA’s”) and are generally structured so that the liquidity is provided by the liquidity provider purchasing, or lending
against, a pool of non-defaulted, performing assets. Deal-specific liquidity facilities are the primary source of liquidity support for the conduits and are predominately provided by JPMorgan Chase. [Redacted Material 1 – See FOIA
Confidential Treatment Request dated April 24, 2008]

 The administrator can require the liquidity provider to purchase assets
from the multi-seller conduits under asset purchase agreements at any time. (The administrator is not obligated to purchase assets from the conduit in its administrative agent role.) These asset purchase agreements may cause the liquidity provider
to purchase an asset from the conduit at an amount above the asset’s fair value—in effect, providing a guarantee of the initial value of the reference asset as of the date of the agreement. In most instances, third-party credit
enhancements (i.e., excess collateral provided by the asset originator) of the conduit mitigate the liquidity provider’s potential losses on these agreements.

 JPMorgan Chase also provides the multi-seller conduit vehicles with program-wide liquidity facilities, in the form of uncommitted short-term revolving facilities that can be accessed by the conduits to handle funding
increments too small to be funded by commercial paper, and in the form of uncommitted liquidity facilities that can be accessed by the conduits only in the event of short-term disruptions in the commercial paper market. In the event that such
liquidity facilities are drawn, JPMorgan Chase will advance cash to the conduit and will be repaid from the cash flows from the underlying assets held by the conduit or from subsequent market issuances of commercial paper (e.g., when the market
disruption has passed). While program-wide liquidity facilities are drawn in the normal course to fund increments too small to be funded by the commercial paper market, to date there have been no draws of JPMorgan Chase’s program-wide liquidity
facilities as a result of market disruptions.

 For each of JPMorgan Chase’s administered multi-seller conduits, an expected loss note
(“ELN”) has been issued by each conduit to an independent third party. As noted on page 149 of the JPMorgan Chase 2007 10-K, JPMorgan Chase’s expected loss modeling treats all variable interest other than the ELNs as its own to
determine consolidation. The ELN holder is exposed to the risk of loss (up to the amount of the note) whether the loss is ultimately realized by a liquidity providing bank (after a liquidity draw) a credit enhancement providing bank or in the
conduit itself.

 [Redacted Material 2 – See FOIA Confidential Treatment Request dated April 24, 2008]

 Securities and Exchange Commission

 April 24, 2008

 Page 4 of 5

 Separately, on October 29, 2007, certain structured CDO assets backed by subprime mortgages (structured CDO assets) were transferred to JPMorgan
Chase from two JPMorgan Chase-administered multi-seller conduits. It became clear in October that commercial paper investors and rating agencies were becoming increasingly concerned about structured CDO assets backed by subprime mortgage exposures.

 [Redacted Material 3 – See FOIA Confidential Treatment Request dated April 24, 2008]

 JPMorgan Chase continues to believe that its administered multi-seller ABCP conduits are primarily designed to provide an efficient means for clients to
access the commercial paper market. The conduits effectively disperse risk amongst all parties to the vehicles and the preponderance of economic risk in conduit transactions is not held by JPMorgan Chase. [Redacted Material 4 – See FOIA
Confidential Treatment Request dated April 24, 2008]

 JPMorgan Chase would note to the Staff that in the 2007 10-K, it did
enhance its external disclosures regarding its activities related to the multi-seller conduits to include the following:

•

 Enhanced description of types of assets in the conduits, including a tabular presentation of funded and unfunded amounts, weighted average lives of assets and
rating profiles.

•

 Enhanced description of liabilities of conduits including weighted average maturity of commercial paper.

•

 Description of recent unusual events including transfer of structured CDO assets

•

 Sensitivity analysis of conduit consolidation including potential impacts to balance sheet, income statement and capital ratios.

 For the staff’s information, as noted on page 149 of the JPMorgan Chase 2007 10-K, in the normal course of business, JPMorgan Chase trades and
invests in commercial paper, including commercial paper issued by the JPMorgan Chase administered conduits. These activities are undertaken by the commercial paper trading desk as part of its ongoing secondary market making activities and by the
Corporate Treasury function as part of its excess cash investing activities. These activities are not related to JPMorgan Chase’s role as administrator of the multi-seller conduits and JPMorgan Chase is not obligated under any agreement
(contractual or noncontractual) to purchase the commercial paper issued by the JPMorgan Chase administered conduits. JPMorgan Chase has established an internal cap for purchasing commercial paper issued by JPMorgan Chase administered conduits;
[Redacted Material 5 – See FOIA Confidential Treatment Request dated April 24, 2008].

 Securities and Exchange Commission

 April 24, 2008

 Page 5 of 5

 ****

 Please contact the undersigned
(telephone no. 212-403-1381) of Wachtell, Lipton, Rosen & Katz, counsel to JPMorgan Chase, should you require further information or have any questions.

 Sincerely,

 /s/ Nicholas G. Demmo

 Nicholas G. Demmo

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S.E.C. Response Letter

 [WLRK letterhead]

 April 23, 2008

 Securities and Exchange Commission

 Division of Corporation Finance

 450 Fifth Street, N.W.

 Washington, D.C. 20549

Attention:

Todd Schiffman

 Christian Windsor

 Mark Webb

 Ben Phippen

 John P. Nolan

 Donald Walker

Re:

 JPMorgan Chase & Co.

 Form S-4 (File
No. 333-150208) filed April 11, 2008

 Form 10-K (File No. 01-5805) filed February 29, 2008

 The Bear Stearns Companies Inc.

 Form 10-K
(File No. 01-08989) filed January 29, 2008 and amended March 31, 2008

 Form 8-K (File No. 01-08989) filed April 11,
2008

 Gentlemen:

 On behalf of JPMorgan Chase & Co. (“JPMorgan Chase”), we hereby submit the responses of JPMorgan Chase and The Bear Stearns Companies Inc. (“Bear Stearns”) to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the letter from the Division of Corporation Finance dated April 21, 2008 with respect to the above-referenced filings.

 This letter and JPMorgan Chase’s Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-4
(File No. 333-150208) are being filed with the Commission electronically via the EDGAR system today. In addition to the EDGAR filing, we are delivering a hard copy of this letter, along with a courtesy copy of the Amendment marked to indicate
changes from the version filed on April 11, 2008.

 For the convenience of the Staff, each of the Staff’s comments is reproduced
below and is followed by the corresponding response of JPMorgan Chase or Bear Stearns, as applicable. All references to page numbers in these responses are to the pages in the marked version of the Amendment.

 Securities and Exchange Commission

 April 23, 2008

  Page
 2
 of 10

 Bear Stearns’ Officers and Directors Have Financial Interests in the Merger That Differ From Your
Interests, page 5

1.
Revise this section to identify the value of amounts payable to directors and senior officers of Bear Stearns. Also, please differentiate between the value of any agreements that
have been entered into subsequent to March 13, 2008 and those that result from Bear Stearns executive retention programs.

 Response:

 Pursuant to the Staff’s comment, we have revised the disclosure on pages 5 to 6 of the Amendment.

 Bear Stearns will Hold its Special Meeting on…., page 7

2.
News reports have suggested that some directors and officers may have divested some of their shares. Please disclose in the last paragraph the percentages of shares that officers
and directors hold and intend to vote in favor of the merger as a more recent date.

 Response:

 Pursuant to the Staff’s comment, we have revised the disclosure on page 8 of the Amendment.

 Background of the Merger, page 27

3.
On page 29 you state that a “government official” advised Mr. Schwartz that a stabilizing transaction needed to be accomplished by the end of the weekend of
March 15, 2008. Similarly, on page 31 you state, following discussion with “government officials,” JPMorgan Chase was unwilling to increase the $2 per share merger consideration. Please revise this disclosure to identify the agency
that the officials in each instance represented.

 Response:

 Pursuant to the Staff’s comment, we have revised the disclosure on pages 29 and 31 of the Amendment.

 Securities and Exchange Commission

 April 23, 2008

  Page
 3
 of 10

4.
In order for the investor to better understand the information available to the Board in making its recommendation to the shareholders, please clarify whether any of Bear Stearns
bankruptcy, legal or financial advisors conducted a valuation of the potential proceeds to shareholders in the event of a filing for bankruptcy. Please provide additional disclosure in the first full paragraph on page 32 regarding the basis of the
“collective view.”

 Response:

 Pursuant to the Staff’s comment, we have revised the disclosure on page 32 of the Amendment.

5.
On pages 33 and 35 you discuss the development of a special funding facility provided by the Federal Reserve Bank of New York into which assets of Bear Stearns were to be
transferred in exchange for non-recourse funding. Please revise your discussion of the special funding facility to disclose the value of the collateral pool.

 Response:

 Pursuant to the
Staff’s comment, we have revised the disclosure on page 33 of the Amendment.

 Opinion of Bear Stearns’ Financial Advisor, page 38

6.
Please disclose all compensation received by Lazard and its affiliates from Bear Stearns and its affiliates during the past two years in accordance with Item 1015 of
Regulation M-A and Item 4 of Form S-4.

 Response:

 Other than as disclosed in the Amendment under the section titled “Opinion of Bear Stearns’ Financial Advisor”, Bear Stearns and its
affiliates have only made de minimis compensatory payments to Lazard and its affiliates during the past two years.

 Securities and Exchange Commission

 April 23, 2008

  Page
 4
 of 10

 JPMorgan Chase’s Reasons for the Merger, page 45

7.
In light of the disclosure in bullet point four of this section, please explain how you concluded that the financing agreements between JPMorgan Chase and the Federal Reserve
Bank of New York dated March 16, 2008 and amended March 24, 2008 were not material contracts that needed to be filed as exhibits to the registration statement.

 Response:

 Due to the compressed
timeframe leading to the initial announcement of the transaction on March 16, 2008, and because details associated with the special funding facility continued to be finalized subsequent to March 16, 2008, JPMorgan Chase and the Federal
Reserve Bank of New York did not enter into any formal written documentation associated with the special funding facility until entering into a term sheet on March 28, 2008. The definitive agreements effecting the transactions contemplated by
the term sheet are not yet finalized. In addition, JPMorgan Chase is obligated under the term sheet to keep its terms and conditions confidential. While JPMorgan Chase does not believe the term sheet or the agreements resulting therefrom, when
finalized, is or will be a material contract to JPMorgan Chase, in order to provide additional detail regarding the special funding facility to investors in connection with the merger it is filing herewith, as Exhibit 99(d) to the Amendment, the
portions of the term sheet for the special funding facility which have since been made public by the Federal Reserve Bank of New York.

 Bear
Stearns’ Stockholders Do Not Have Dissenters’ Appraisal Rights in the Merger, page 46

8.
Revise this section to disclose the exception from the right of appraisal under Delaware General Corporation Law that applies to this transaction and discuss the factual and
legal reasons that the exception applies.

 Response:

 Pursuant to the Staff’s comment, we have revised the disclosure on page 47 of the Amendment.

 Bear Stearns’ Officers and Directors Have Financial Interests in the Merger, page 48

9.
Please clarify the amounts payable to directors and senior officers, including the named executive officers listed in Bear Stearns’ amended 10-K filed March 31, 2008.
In particular, please discuss the material differences, if any, between the amounts disclosed in response to Item 402(j) with regard to the named executives and the amounts payable as a result of the merger.

 Response:

 We have revised the
disclosure on page 50 of the Amendment. As revised, the amounts disclosed in the Bear Stearns annual

 Securities and Exchange Commission

 April 23, 2008

  Page
 5
 of 10

report on Form 10-K for the fiscal year ended November 30, 2007, as amended, in the table under the section titled “Potential Payments Upon
Termination or Change-in-Control” are consistent with the amounts disclosed in the Amendment in the table under the section titled “Bear Stearns’ Officers and Directors Have Financial Interests in the Merger”. The differences in
the aggregate values between the two tables are the result of the difference between (x) the closing price of Bear Stearns’ common stock on November 30, 2007 and (y) the amount that an executive officer will receive based upon
the exchange ratio in the merger agreement and the closing price of JPMorgan Chase’s common stock on April 18, 2008. We have not included disclosure regarding Michael Minikes in the Amendment as he is no longer an executive officer of Bear
Stearns. Mr. Minikes was an executive officer during Bear Stearns’ fiscal year 2007, and therefore information is included about Mr. Minikes in the Bear Stearns annual report on Form 10-K for the fiscal year ended November 30,
2007.

10.
Please expand this discussion here and in the summary on page 5 of the disclosure to address all interests in the merger held by Bear Stearns’ officers and directors,
including but not limited to, the extent to which Bear Stearns management will be retained by JPMorgan Chase, alterations in management’s executive agreements favorable to such management, and the equity participation of Bear Stearns’
officers and directors in JPMorgan Chase.

 Response:

 Pursuant to the Staff’s comment, we have revised the disclosure on pages 50 and 51 and in the summary on pages 5 and 6 of the Amendment.

Unaudited Pro Forma Combined Financial Information

 Notes to Unaudited Pro Forma Combined Financial Information

 Note 3 – Unaudited Pro Forma Adjustments, page 74

11.
Please consider the need to include a purchase price adjustment for the allocation and subsequent write-off of customer relationships or other intangible assets, or an
explanatory note detailing methodologies and considerations given resulting in no required pro forma adjustment, as appropriate.

 Response:

 At the time of the amended merger agreement to acquire Bear Stearns, the Firm concluded that there was
insignificant value attributable to intangible assets such as customer relationships given the unique facts and circumstances of this transaction. Accordingly, we have added the following paragraph to Note 3 to the Unaudited Pro Forma Adjustments:

 Securities and Exchange Commission

 April 23, 2008

  Page
 6
 of 10

 “The purchase price allocation above does not include an allocation to intangible assets, such
as customer relationship intangibles, that are normally recognized in similar transactions. BSC experienced a significant liquidity crisis during the end of the week of March 10, 2008 that seriously jeopardized its financial viability and since
the liquidity crisis BSC has experienced substantial deterioration of its earnings capacity. In addition, during this period and subsequent to the announcement of the merger a substantial number of BSC clients have moved their accounts to other
providers and customer business activity has declined precipitously. Because of the distressed nature of this transaction, JPMorgan Chase concluded that the value of identifiable intangible assets such as customer relationships was immaterial. In
addition, under the circumstances, any allocation to intangible assets would result in additional negative goodwill that would first be used to eliminate the value of all nonfinancial assets, including such intangibles, as required by
SFAS 141.”

 JPMorgan Chase and Co. Form 10-K for the Fiscal Year Ending December 31, 2007

 Audited Consolidated Financial Statements

 Notes to
Consolidated Financial Statements

 Note 17 – Variable Interest Entities, page 146

12.
We note your disclosure on page 146 that the conduit’s administrative agent can require the liquidity provider, which in certain circumstances is JPMorgan Chase, to purchase
assets from the conduit at an amount that is in excess of the assets’ then current fair value, which in effect provides a guarantee of the initial value of the reference asset as of the date of the agreement. Your disclosure also states that
generally your obligations under the asset purchase agreements are structured such that you will only purchase, or lend against, a pool of non-defaulted performing assets. However, in limited circumstances you may provide unconditional liquidity.
Please tell us the following:

•

 the circumstances in which the administrative agent can require you to purchase assets from the conduit at an amount in excess of the assets’ current
fair value;

•

 whether you are required to bear any of the risk of loss on the difference between the assets’ purchase price and the current fair value of the
assets;

•

 the circumstances in which you provide unconditional liquidity to the conduits and provide additional details on your obligations under those
circumstances. Additionally, please tell us whether you consolidate the conduits in these situations;

•

 the roles and responsibilities of the administrator of the conduit;

•

 when the administrator is required to purchase assets from the conduit, and how any losses related to the transferred assets are allocated to the variable
interest holders; and

•

 whether you are the administrator for all of the multi-seller conduits for which you provide liquidity.

 Response:

 Please refer to JPMorgan Chase’s response to comment 14.

 Securities and Exchange Commission

 April 23, 2008

  Page
 7
 of 10

13.
We note your disclosure on page 149 that in October 2007, you transferred certain structured CDO assets to the firm from two firm-administered conduits at par value. Your
disclosure states that you transferred those assets, in part, to ensure the continuing viability of the two conduits as financing vehicles for clients and as investment alternatives for commercial paper investors. We also note your disclosure that
you do not believe the October 2007 transfer of assets from the conduits is an indicator of your intent to provide implicit support to the expected loss note (ELN) holders. Please respond to the following;

•

 provide us with additional background on why you chose to bear the loss of the October 2007 transfer of structured CDO assets from the conduits, as
opposed to the allocation that would normally occur;

•

 tell us whether, subsequent to October 2007, you have transferred any additional assets from the conduits, and if so, how any losses related to those
transfers were allocated among the variable interest holders; and

•

 tell us who was involved with the October 2007 decision to transfer the assets from the conduit and bear the risk of loss associated with the assets. As
part of your response, tell us whether the ELN holders requested that you bear the risk of loss associated with those assets.

 Response:

 Please refer to JPMorgan Chase’s response to comment 14.

14.
Please provide us with additional background on your intent to not protect any ELN holders from potential losses on any of the conduits’ holdings. Specifically, please
address the following:

•

 tell us the parties involved in making the determination that you would not protect any ELN holders from potential losses;

•

 tell us whether this determination was premised on certain assumptions, for example, that the remaining assets in the conduits would not experience
significant details or declines in fair value;

•

 tell us whether you have received any requests from the ELN holders, commercial paper holders, or other parties requesting that you transfer certain
assets out of the conduits any bear any losses associated with the transfer. If so, please tell us how you responded; and

•

 provide us with additional information about the renegotiation of the ELN notes, including the consideration paid for the increase in the level of
commitments and funded amounts to be provided by the ELN holders.

 Response:

 JPMorgan Chase is providing a supplemental response to the Staff under separate cover requesting confidential treatment pursuant to the provisions of 17
C.F.R. § 200.83.

 Securities and Exchange Commission

 April 23, 2008

  Page
 8
 of 10

 Bear Stearns Companies, I

February 26, 2008

 Mail Stop 4561

Mr. Michael J. Cavanagh Chief Financial Officer JP Morgan Chase & Co.  270 Park Avenue New York, NY 10017
RE: JPMorgan Chase & Co.
Form 10-K for the Fiscal Ye ar Ended December 31, 2006
Form 10-Q for the Fiscal Quar ters Ended March 31, 2007,
June 30, 2007 and September 30, 2007
 File No. 1-5805

Dear Mr. Cavanagh:

 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.           S i n c e r e l y ,
Donald Walker
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

LETTER TO THE S.E.C.

February 22, 2008

Mr. Donald Walker, Senior Assistant Chief Accountant

Ms. Sharon M. Blume, Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

Mail Stop 4561

Re:   JPMorgan Chase & Co.

Form 10-K for the Fiscal Year Ended December 31, 2006

Form 10-Q for the Fiscal Quarter Ended March 31, 2007

File No. 1-5805

Dear Mr. Walker and Ms. Blume:

        JPMorgan Chase & Co. (the “Firm”) hereby submits this letter to provide
the following additional information in response to further oral comments of
the Staff of the Securities and Exchange Commission received on February 22,
2008.

        This is to clarify our prior response to Comment 6 in our preceding letter
of today’s date, in the event of a failed forecasted transaction, the Firm
would reclassify OCI amounts into earnings based on the sequence in which the
derivatives were designated to each cash flow layer.

* * * * *

        If you have any questions or request any further information, please do
not hesitate to call the undersigned at 212-270-3632, Shannon S. Warren at
212-270-0906 or Neila B. Radin at 212-270-0938.

Very truly yours,

/s/ Louis Rauchenberger

Louis Rauchenberger

Corporate Controller

CORRESP
1
filename1.htm

RESPONSE LETTER

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 1

February 22, 2008

Mr. Donald Walker, Senior Assistant Chief Accountant

Ms. Sharon M. Blume, Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

Mail Stop 4561

         Re:

    JPMorgan Chase & Co.

Form 10-K for the Fiscal Year Ended December 31, 2006

Form 10-Q for the Fiscal Quarter Ended March 31, 2007

File No. 1-5805

Dear Mr. Walker and Ms. Blume:

     JPMorgan Chase & Co. (the “Firm”) hereby submits this letter to provide the following
additional information in response to further oral comments of the Staff of the Securities and
Exchange Commission in respect of the Company’s letter to the Staff dated February 14, 2008, and as
discussed with Staff on February 20, 2008.

     The Company hereby requests that the Securities and Exchange Commission afford confidential
treatment, pursuant to the provisions of 17 C.F.R. §200.83, of the indicated portions of
the letter.

Additional response to Comment No. 3

The Firm confirms that if an increase in the fair value of gold inventory has not already been
recognized through the application of hedge accounting, a gold lending transaction could result in
the recognition of an unrealized gain on the inventory being lent. (Gold inventory is carried at the lower of cost or market;
thus, any decreases in fair value are recognized even in the absence of hedge accounting.) For the
staff’s information, the Firm notes that [redacted].

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 2

Additional response to Comment No. 4

The Firm confirms that the MMDA products hedged in SFAS 133 hedge relationships have a fixed
spread; [redacted]. The spread may be adjusted as a result of either an annual portfolio review or a
review in periods of market volatility or market dislocation. Any adjustments to the fixed spread
are made to ensure the product is competitively priced and profitable, and not to alter the
interest rate sensitivity or indexation of the product.

Additional response to Comment No. 6

The Firm will add on a prospective basis the following documentation, based on our January 3, 2008
letter, to our contemporaneous hedge accounting documentation:

“The Firm will follow the following process in the event it experiences a failed
transaction for a portion of a cash flow layer:

    •

    When swaps mature or are de-designated, the intra-layer to which they were
assigned (based on the dates, relevant terms and sequencing of the swaps and
forecasted transactions as indicated in records contemporaneous with the initiation
of the transaction) will remain unhedged until new swaps are designated.

    •

    New swaps will be assigned in sequence to open intra-layers until those layers are
filled. Any excess swaps will be assigned in sequence to previously unhedged
intra-layers that would have been created from the contemporaneously documented
available capacity in the cash flow layer.

    •

    The amounts deferred in OCI related to each swap will be
allocated to the specific cash
flow intra-layer. This enables the Firm to have specific OCI amounts for each
intra-layer.

    •

    Finally, based on the portion of the intra-layer representing forecasted
transactions that failed, the related OCI amounts will be
reclassified into earnings.”

Additional response to Comment No. 7

The Firm confirms that it did not have the operational capability to solve for the fixed rate that
would generate a fair value of zero at inception and therefore used the fixed rate on the actual
swap as a proxy, since the difference in rates qualitatively and quantitatively is very small. The
Firm has since built that operational capability [redacted].

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 3

Additional response to Comment No. 9

[redacted].

* * * * *

     If you have any questions or request any further information, please do not hesitate to call
the undersigned at 212-270-3632, Shannon S. Warren at 212-270-0906 or Neila B. Radin at
212-270-0938.

    Very truly yours,

    /s/ Louis Rauchenberger

    Louis Rauchenberger

    Corporate Controller

CORRESP
1
filename1.htm

RESPONSE LETTER

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 1

February 14, 2008

Mr. Donald Walker, Senior Assistant Chief Accountant

Ms. Sharon M. Blume, Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

Mail Stop 4561

         Re:

    JPMorgan Chase & Co.

Form 10-K for the Fiscal Year Ended December 31, 2006

Form 10-Q for the Fiscal Quarter Ended March 31, 2007

File No. 1-5805

Dear Mr. Walker and Ms. Blume:

     JPMorgan Chase & Co. (the “Firm”) hereby submits this letter to respond to comments by the
Staff of the Securities and Exchange Commission contained in your letter dated January 30, 2008
addressed to Michael J. Cavanagh.

     The Company hereby requests that the Securities and Exchange Commission afford confidential
treatment, pursuant to the provisions of 17 C.F.R. §200.83, of the indicated portions of
the letter.

Form 10-K for Fiscal Year Ended December 31, 2006

Notes to Consolidated Financial Statements

Note 13- Allowance for Loan Losses, page 113

    1.

    We have reviewed your response to prior comment one from our letter dated October 19, 2007.
We may have further comments on your response pending further discussion.

The Firm
appreciated the opportunity on February 8, 2008 to discuss its response in further detail with the
Staff and to respond to the Staff’s comments.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 2

Notes 28 — Accounting for Derivative and Hedging Activities, page 131

    2.

    We have reviewed your response to prior comment four from our letter dated October 19, 2007.
Please provide us with the following additional information related to the periods that the
shortcut method was used for these types of hedges:

    •

    Tell us whether the hedge documentation of the hedging unit assesses whether the
criteria of paragraph 68 of SFAS 133 are met with respect to the internal or external
derivative; and

    •

    Tell us whether the hedging unit calculates interest expense using the rate on the
internal or external swap when using the Shortcut method. Refer to paragraph 119 of SFAS
133.

The Firm’s hedge documentation verified that the criteria of paragraph 68 of SFAS 133 were met with
respect to both the internal and external swap. The assessment was performed through a two-step
process. In the first step, the hedging unit reviewed the terms of the internal swap to ensure
that all of the criteria in paragraph 68 of SFAS 133 were met. In the second step, the hedging
unit ensured that the terms of the external swap met all of the criteria in paragraph 68 by
ensuring that all terms except the floating rate (as discussed below) of the external swap exactly matched those of the internal swap. The
review of the external swap terms included notional, currency, index, maturity date, fixed rate,
reset dates, and payment dates. In addition, while the execution times of the two swaps differed,
both swaps were always transacted on the same day and each was entered into at current market rates
at the time of its respective inception. For the Staff’s
information, the internal trading desk and hedging unit closely
coordinated the
execution of both the internal and external derivatives. As a result,
the two trades were always
executed within a short period of time of each other on the same
trading day. Therefore, although the floating rates of the two swaps
differed slightly due to different execution times during the same day, each derivative had a zero fair value at the time of its respective inception.

The hedging unit calculated interest expense using the interest rate on the internal swap when
applying the shortcut method. As discussed above, the terms of the internal and external swap
exactly matched except for slight differences in the floating rate, which typically averaged
[redacted]. The Firm considered this difference to be de minimis. The notional amount of the
Firm’s shortcut hedge relationships transacted using an internal trading desk was [redacted].
Considering a [redacted] difference between the internal and external swap floating rate, the
annual impact of using the internal swap to calculate interest expense would have been
approximately [redacted], which the Firm concluded was de minimis. This difference would have been
reflected as a classification difference between the Firm’s Principal transactions revenue and Net
Interest Income line items.

During 2006, the Firm chose to discontinue its use of the shortcut method to assess hedge
effectiveness.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 3

    3.

    We have reviewed your response to prior comment five from our letter dated October 19, 2007.
Please provide us with the following additional information:

    •

    You state that you have the right to sell and transfer the gold without any restriction
or permission from depositors. Tell us how you account for gold transactions when you sell
the gold to other parties;

    •

    In accordance with your stated business purpose for entering into these transactions,
tell us whether you ever lend gold to others and describe the related accounting; and

    •

    Describe your short positions and the related accounting.

    When the Firm sells gold to other counterparties, the carrying value of the inventory is
de-recognized from the financial statements, and any difference between the sales price and
the carrying value is recognized in earnings.

    The Firm does engage in gold lending transactions. These transactions have the same
features as the deposits described in the Firm’s response to prior comment five in our
letter dated January 3, 2008. The Firm lends a specified amount of gold to a counterparty
for a specified period. At maturity, the counterparty returns to the Firm the initial
amount of gold borrowed, plus a specified rate of interest that may be paid in cash or in
gold depending on the contract terms. No cash is exchanged at inception of the contract.
The counterparty has the right to use, sell, or transfer the gold without any restrictions
or permission from the Firm. The contract does not require the counterparty to return to
the Firm specified gold; rather, the counterparty must return the defined quantity of gold
of the specified quality to be delivered in satisfaction of the obligation at the end of
the specified period.

    Upon lending the gold to a counterparty, the Firm de-recognizes the inventory from the
balance sheet and records a hybrid asset comprised of a loan host contract and an embedded
gold forward, consistent with the guidance provided in footnote 11 to paragraph B7 of EITF
Issue No. 01-8, “Determining Whether an Arrangement Contains a Lease.” The hybrid asset is
required to be bifurcated under SFAS 133. The debt host financial instrument is elected
for fair value measurement with changes in fair value reflected in current period earnings
under SFAS 159. The embedded forward meets the definition of a derivative under SFAS 133
and is carried at fair value with changes in fair value reflected in current period
earnings.

    The Firm takes short positions using futures, options and forward sale contracts. The
futures, options and forwards meet the definition of derivative contracts in SFAS 133 and
are recorded at fair value with changes in fair value recognized in current period
earnings. The Firm also sells gold from its inventory into the spot physical gold market.
In sales transactions in the spot market, the carrying value of the inventory is
de-recognized from the financial

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 4

    statements, and any difference between the sales price and the carrying value is recognized
in earnings.

    4.

    We have reviewed your response to prior comment seven from our letter dated October 19, 2007.
Please provide us with sample documentation for your MMDA accounts that documents that the
account’s interest rate is explicitly based on LIBOR.

The Firm acknowledges that some of the Firm’s Money Market Deposit Account (“MMDA”) products
are based on a prime rate or otherwise are not explicitly based on LIBOR. However, as discussed in
the Firm’s response to prior comment seven in our letter dated January 3, 2008, the Firm excludes
variable rate MMDA products that do not reprice or rollover based explicitly on LIBOR from its
eligible cash flow population, and only includes those MMDA products that are LIBOR rate based
(MMDA products that are LIBOR rate based are referred to herein as “Liquid MMDA Products”).

Provided in Appendix A and B are the following documents for the Firm’s Liquid MMDA Products, which
show that the Account’s interest rate is explicitly based on LIBOR:

    •

    The rate description from an excerpt in JPMorgan’s internal marketing material
describing certain MMDA products. This material is the basis for the Firm’s discussion of
its various MMDA products with clients. As described in these materials, the interest
crediting rate for the Liquid MMDA Product is ‘[redacted]’.
JPMorgan LIBOR refers to the standard LIBOR rate quoted on JPMorgan’s broker screen.

    •

    Money Market Deposit Account Implementation form. This form is an operational input
instruction document indicating the specific terms of the deposit agreed with the client,
including the interest crediting rate. The sample transaction documentation for the
Liquid MMDA Product indicates that the interest crediting rate for the Product is
[redacted].

For the Staff’s information, the Firm also traced the interest crediting rate from the published
LIBOR rates through to the interest actually credited to a Liquid MMDA deposit to confirm that the
actual LIBOR rates being applied are consistent with the internal marketing material and Money
Market Deposit Account Implementation form discussed above.

    5.

    We have reviewed your response to prior comment eight from our letter dated October 19, 2007.
Please provide us with the following additional information:

    •

    On page 131 of your 2006 Form 10-K, you disclose that you recognize all amounts
associated with the application of hedge accounting that affect earnings consistent with
the classification of the hedged item, which is primarily net interest income, Please tell
us how your yield tables are impacted (i.e. how allocated among different asset/liability
categories presented); and

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 5

    •

    If various product classes are being hedged by one derivative, tell us how you identify
forecasted transactions as they are occurring.

The Firm records the results of each hedging derivative in a general ledger income or expense
account linked to the balance sheet line item of the hedged item. As a result of the linkage
between the income statement accounts and the related balance sheet accounts in the Firm’s
accounting systems, the results of the hedging derivative are displayed in the specific asset or
liability category of the hedged item in the yield tables. As an example, if the Firm applies fair
value hedge accounting to a receive-fixed, pay-floating interest rate swap used as a hedge of
fixed-rate long-term debt, the interest expense on the debt as well as the hedge accounting results
will be recorded in an Interest expense — long-term debt account in the general ledger. For the
Staff’s information, such interest expense amounts related to long-term debt, including the hedge
accounting results, are shown in the Interest column in the Long-term Debt row in the following
table which appeared in the Firm’s 2006 Form 10-K. (Note: only
the liabilities section of the yield table is presented below).

JPMC December 31, 2006 10-K, page 148

Distribution of assets, liabilities, and stockholders’ equity; interest rates and interest
differentials (Taxable-equivalent interest rates; in millions, except rates)

    Average

    Average balance

    Interest

    Rate

    Interest-bearing deposits

    $
    452,323

    $
    17,042

    3.77
    %

    Federal funds purchased and securities sold under repurchase

    183,783

    8,187

    4.45

    Commercial paper

    17,710

    794

    4.49

    Other borrowings

    102,147

    5,105

    5.00

    Beneficial interests issued by consolidated VIEs

    28,652

    1,234

    4.31

    Long-term debt

    129,667

    5,503

    4.24

    Total interest-bearing liabilities

    914,282

    37,865

    4.14

    Separate hedge relationships are maintained for each type of forecasted cash flow, and therefore
the Firm does not use a single derivative to hedge more than one type of forecasted cash flow. The
Firm separates forecasted cash flows by frequency of rollover or repricing and by rollover or
repricing index and product class. This cash flow segregation results in a single derivative
hedging only one product class. In addition, the Firm’s records allow for the tracking of the date
that individual cash flows occur. On a monthly basis, the Firm monitors the actual occurrence of
forecasted cash flow amounts to ensure that the hedged amounts required actually occurred.

    6.

    We have reviewed your response to prior comment nine from our letter dated October 19, 2007.
Please tell us whether your contemporaneous records also include hedge documentation which
clearly describes the way intra-layers

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 6

    would be unwound in the event of a failed forecasted transaction within the intra-layers.

As discussed in our letter dated January 3, 2008, in the event of a failed forecasted

transaction, the Firm believes that it has the contemporaneous records, including the sequence in
which the hedging derivatives were designated, that would enable the Firm to determine the
appropriate amount of OCI to reclassify into earnings. The contemporaneous records include the
date of the derivative designations and de-designations on the SFAS 133 linkage report previously
provided to the Staff in our letter dated January 3, 2008, as well as other supporting
documentation such as trade tickets and information contained in the Firm’s derivative systems.

The process that the Firm would follow in the event it experienced a failed forecasted transaction
for a portion of a cash flow layer is described in the response to comment nine in our letter dated
January 3, 2008. The Firm believes that its process for identifying amounts to be reclassified
from OCI into earning is systematic and consistent with the nature of the hedging activity
involving periodic designations, terminations and subsequent designations of new derivatives. The
Firm is not aware of other interpretations or another process that could be employed to facilitate
the identification of amounts to be reclassified from OCI into earnings. As a result, the Firm
does not consider it necessary to supplement the contemporaneous documentation requirements of SFAS
133 with a description of the requisite process that would be used in the event of a failed
forecasted transaction.

    7.

    We have reviewed your response to prior comment eleven from our letter dated October 19,
2007. We note the quantitative work performed to confirm the validity of the qualitative
comparison. Please tell us when these procedures were conducted.

The Firm has performed the qualitative review of the fixed rates since inception of the hedge
strategy (April 2006), and would not initiate a hedge relationship if this qualitative review shows
more than a de minimis difference in the fixed rates of the hypothetical derivatives. In light of
the March 2007 discussion between the four largest accounting firms regarding the Staff’s views
surrounding the quantification of de minimis known sources of ineffectiveness, the Firm completed
its quanti

December 18, 2007

Mail Stop 4563

By U.S. Mail and facsimile to (212) 270-4240

James Dimon
Chief Executive Officer
JPMorgan Chase & Co.
270 Park Avenue
 New York, NY

Re:  JPMorgan Chase & Co.
 Definitive 14A
 Filed March 30, 2007
File No. 01-5805

Dear Mr. Dimon:

 We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.

 Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3419.

        S i n c e r e l y ,

        C h r i s t i a n  W i n d s o r
        S p e c i a l  C o u n s e l

Mail Stop 4561

         January 30, 2008
   Mr. Michael J. Cavanagh Chief Financial Officer JPMorgan Chase & Co.  270 Park Avenue New York, NY 10017
RE: JPMorgan Chase & Co.
Form 10-K for the Fiscal Ye ar Ended December 31, 2006
Form 10-Q for the Fiscal Quar ters Ended March 31, 2007,
June 30, 2007 and September 30, 2007

File No. 1-5805
 Dear Mr. Cavanagh:

We have reviewed your supplemental re sponse letter dated January 3, 2008 and
have the following comments.

Form 10-K for Fiscal Year Ended December 31, 2006

Notes to Consolidated Financial Statements
Note 13- Allowance for Loan Losses, page 113
1. We have reviewed your response to pr ior comment one from our letter dated
October 19, 2007.  We may have furthe r comments on your response pending
further discussion.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
January 30, 2008 Page 2  Note 28 – Accounting for Derivativ e and Hedging Activities, page 131

 2. We have reviewed your response to pr ior comment four from our letter dated
October 19, 2007.  Please provide us with the following additional information
related to the periods that the shortcut method was used for these types of hedges:
• Tell us whether the hedge documentati on of the hedging unit assesses whether
the criteria of paragraph 68 of SFAS 133 ar e met with respect to the internal
or external derivative; and
• Tell us whether the hedging unit calculate s interest expense using the rate on
the internal or external swap when using the shortcut method.  Refer to
paragraph 119 of SFAS 133.
3. We have reviewed your response to pr ior comment five from our letter dated
October 19, 2007.  Please provide us with the following additional information:
• You state that you have the right to sell and transfer the gold without any
restriction or permission from depos itors.  Tell us how you account for gold
transactions when you sell th e gold to other parties;

• In accordance with your stated busin ess purpose for entering into these
transactions, tell us whether you ever lend gold to others and describe the
related accounting; and

• Describe your short positions  and the related accounting.

4. We have reviewed your response to prio r comment seven from our letter dated
October 19, 2007.  Please provide us with  sample documentation for your MMDA
accounts that documents that the account’s interest rate is explicitly based on
LIBOR.
5. We have reviewed your response to prio r comment eight from our letter dated
October 19, 2007.  Please provide us with the following additional information:

• On page 131 of your 2006 Form 10-K, you disclose that you recognize all
amounts associated with the applicat ion of hedge accounting that affect
earnings consistent with the classifi cation of the hedged item, which is
primarily net interest income.  Pleas e tell us how your yield tables are
impacted (i.e. how allocated among different asset/liability categories
presented); and

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
January 30, 2008 Page 3
• If various product classes are being hedged by one derivative, tell us how
you identify forecasted transact ions as they are occurring.
6. We have reviewed your response to prior comment nine from our letter dated
October 19, 2007.  Please tell us whethe r your contemporaneous records also
include hedge documentation which clearly describes the way intra-layers would
be unwound in the event of a failed forecaste d transaction within the intra-layers.
7. We have reviewed your response to prio r comment eleven from our letter dated
October 19, 2007.  We note the quantitative work performed to confirm the
validity of the qualitative comparison.  Pleas e tell us when these procedures were
conducted.
 Form 10-Q for the Fiscal Quarter Ended March 31, 2007

Note 3 – Fair Value Measurement
Transition, page 77
8. We have reviewed your response to prio r comment twelve from our letter dated
October 19, 2007 regarding your methodology to  determine the fa ir value of your
private equity portfolio.  The determinati on of fair value requires the application
of judgment and it is your re sponsibility to determine that, in the aggregate, the
fair value determination arrived at for your  private equity port folio results in a
reasonable approximation of fair value.  To the extent material, you should consider expanding your discus sion of private equity investments in the critical
accounting estimates section of MD&A or  in your Fair Value Measurements
footnote to disclose in more detail the methodologies being used as well as any
valuation adjustments taken across your por tfolio of private e quity investments.

Form 10-Q for Fiscal Quarter Ended September 30, 2007

Management’s Discussion and Analysis
Consolidated Results of Operations
Total Net Revenue, page 9
9. We note your disclosure on page 10 and sim ilar disclosure in the table footnote at
the bottom of page 17, that net interest in come rose from the third quarter of 2006
in part due to a shift of interest expens e to principal transactions revenue (related
to certain IB structured notes to wh ich fair value accounting was elected in
connection with the adoption of SFAS 159).  In  order to allow an investor to fully
understand the impact of excluding interest expense related to the IB structured
notes from net interest income, pleas e consider disclosing the approximate
amount of interest expense that is excl uded from net interest income on these
notes in your future filings, along with th e assumptions used in arriving at this
amount.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co. January 30, 2008 Page 4
Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.
 You may contact Sharon Bl ume, Staff Accountant, at  (202) 551-3474 or me at
(202) 551-3490 if you have questions.             S i n c e r e l y ,                         D o n a l d  W a l k e r           Senior Assistant Chief Accountant

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RESPONSE LETTER

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 1

January 3, 2008

Mr. Donald Walker, Senior Assistant Chief Accountant

Ms. Sharon M. Blume, Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

Mail Stop 4561

         Re:

    JPMorgan Chase & Co.

Form 10-K for the Fiscal Year Ended December 31, 2006

Form 10-Q for the Fiscal Quarter Ended March 31, 2007

File No. 1-5805

Dear Mr. Walker and Ms. Blume:

     JPMorgan Chase & Co. (the “Firm”) hereby submits this letter to respond to comments by the
Staff of the Securities and Exchange Commission contained in your letter dated October 19, 2007
addressed to Michael J. Cavanagh.

     The Company hereby requests that the Securities and Exchange Commission afford confidential
treatment, pursuant to the provisions of 17 C.F.R. §200.83, of the indicated portions of the letter.

Form 10-K for Fiscal Year Ended December 31, 2006

Notes to Consolidated Financial Statements

Note 13 — Allowance for Loan Losses, page 113

Response to Comment No. 1

For the businesses that are aligned to the capital markets (the Investment Bank, Treasury
& Securities Services, Asset & Wealth Management and Commercial Bank mid-Corporate), the
EDFs used by the Firm are based on external statistical default and migration data from
S&P and Moody’s as well as on default factors extracted from 3-month average Credit
Default Swap (CDS) spreads. The combination of these two sources of default information
is appropriate in the Firm’s view because, as further described below, each on its own has
limitations — historical statistical default data is often a lagging indicator of loss
and CDS spreads may overestimate loss in volatile times, due to liquidity concerns of market participants, for example. Historical default
data uses a long time frame —over 20 years. As a result, current changes in credit
conditions often do not significantly affect historical default data in a timely manner

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Page 2

because the impact of recent events is lessened when combined with data over a long
time frame. To compensate for this, we use the 3-month average CDS default data as a way
to reflect current market conditions in the EDFs. We believe use of CDS default data is
appropriate based on the type of obligors in the Firm’s capital markets portfolios, which
are generally large and mid-corporate issuers. [redacted]

As stated in our letter dated September 19, 2007, the combination of historical experience
and CDS spreads is used to develop EDFs by risk rating and maturity. These EDFs are then
applied on an individual borrower basis given the specific attributes of that borrower,
i.e., a specific EDF is applied to a specific borrower based on the borrower’s risk rating
and the maturity of the underlying facility.

Loss given default (“LGD”) estimates are based on a study of actual loss experience over a
twenty-year period. The Firm utilizes a longer timeframe because it covers two or three
credit cycles and provides the Firm with a robust population of defaults (approximately
three thousand defaults) to analyze for recovery data. We believe it is appropriate to
use this longer timeframe as we believe that it important to measure the severity of
losses over more than one credit cycle, as no two credit cycles are the same; using a
longer timeframe provides, in our view, a better estimate of loss upon default at any
point in the credit cycle.

We confirm that the statistical calculation presented is the actual calculation we use as
part of our determination of the formula-based component of the allowance for loan losses.
For your information, we refer you to Note 13 at page 113 of our 2006 Form 10-K for further
information on the calculation of this formula-based component of the allowance.

In general, there are two criteria that must be met in order to establish an allowance for
credit losses on performing loans in accordance with SFAS 5:

    •

    The events giving rise to a probable loss have occurred as of the balance sheet
date, even though the confirming event (e.g., the borrower’s default) has not
occurred or been identified as of the balance sheet date (that is, it is probable
that the future event or events to confirm the loss that exists as of the balance
sheet date will occur); and

    •

    The amount of the loss can be reasonably estimated.

[redacted]

Note 28 — Accounting for Derivative and Hedging Activities, page 131

Response to Comment No. 2

The first derivative to be executed is the internal derivative between the hedging unit and
the Firm’s internal trading desk. The internal derivative is transacted at the market rate
existing at the time of its execution, and no cash is exchanged between the internal units.
The internal trading desk must then execute with an external counterparty a derivative
with terms, including notional, currency, index, maturity date, fixed rate, reset dates,
and

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Page 3

payments dates, that match those of the internal derivative. The external derivative
is executed as soon as possible, and in all cases before the end of the same business day.
The external derivative is transacted at the market rate at the time of its execution,
which may differ slightly from the market rate at the time of the internal derivative
transaction. No cash is exchanged between the trading desk and the external counterparty.
No cash is exchanged between the internal units to compensate for market rate movements
between the time of the execution of the internal swap and the time of execution of the
external swap.

[redacted] The internal trading desk does not charge the hedging unit a markup, and gives
a price to the hedging unit that is the same as the price it would offer to a similar but
unaffiliated third party. [redacted]

To further explain how the Firm’s consolidated financial statements are prepared, the
Firm’s two-step process for recording these transactions (as discussed in our letter dated
September 19, 2007) is further described below.

[redacted]

As noted above, because the trading desk prices the internal derivative at levels
consistent with those at which it transacts with external counterparties (i.e., there is no
additional internal markup), the differences in rates are not due to incremental inception
profit. Rather, the differences in rates between the internal and external derivatives
result from market movements on the trade date that occur between the execution times of
the two derivatives. [redacted]

Response to Comment No. 3

Verification is performed at the level at which the hedging activities are undertaken (the
“hedging unit” level); these “hedging unit” levels are below the operating segment level.
The Firm currently conducts hedge accounting in only two hedging units: all interest rate
and foreign currency hedging is conducted by the Chief Investment Office which is within
the Corporate segment; and the Commodities unit within the Investment Bank segment hedges
the bullion risk described in the Firm’s response to comment 5 below.

Response to Comment No. 4

As discussed in our response in Comment 2- above, if the hedging unit executes an internal
derivative with the internal trading desk, the internal trading desk must execute with an
external counterparty a derivative with terms, including notional, currency, index,
maturity date, fixed rate, reset dates, and payments dates, that match those of the
internal derivative. Also as noted above, the floating-rate leg of the internal derivative
may differ slightly from the floating-rate leg of the external derivative due to intraday market
movements between the execution times of the two derivatives. [redacted]

During 2006, the Firm chose to discontinue its use of the shortcut method to assess hedge
effectiveness. During the period when the shortcut method was being applied, the Firm

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Page 4

did use the internal trading desk to execute certain external derivatives for shortcut
hedge relationships. We confirm that all of the criteria of paragraph 68 of SFAS 133 were
met completely with respect to the third party derivatives that were used for the short cut
hedge relationships.

[redacted]

Response to Comment No. 5

As requested, a sample contract is attached as Appendix A. A counterparty deposits a
defined amount of bullion with the Firm for a specified period (these periods generally
range from [redacted]). At maturity, the Firm returns to the counterparty the initial
deposit of gold, plus a specified rate of interest that may be paid in cash or in gold
depending on the specific contract terms. No cash is exchanged at inception of the
contract. The Firm has the right to sell and transfer the gold without any restrictions or
permission from the depositors. The contract does not require the Firm to return specific
bars of gold; rather, the Firm may source from other inventory or from the market the
defined quantity of gold of the specified quality to be delivered in satisfaction of the
obligation at the end of the specified period.

[redacted]

The Firm’s fact pattern is similar to that described in paragraph B7 of EITF 01-8
“Determining whether an Arrangement contains a Lease”, in which “a supplier leases a
quantity of precious metals to a manufacturer” where the [redacted] are the suppliers and
the Firm is the manufacturer. As described in the EITF issue, “the manufacturer uses the
precious metals in its manufacturing process and salvages the same metals from used
product. At the end of the arrangement, the manufacturer returns the same quantity of
precious metals (either from salvage or by purchasing from others) to the supplier.” As
described in footnote 11 of EITF 01-8, the Firm accounts for its liability to return the
gold as a loan host contract with an embedded gold forward contract. As the Firm has free
and unrestricted right to use and dispose of the gold during the contract term, the Firm
records the gold as physical commodity inventory measured at the lower of cost or market as
long as the deposit is held.

[redacted]

The Firm commenced hedge accounting in the fourth quarter of 2006. The results of hedge
accounting for the periods presented are shown below. [redacted]

Response to Comment No. 6

In the absence of actual historical fair value data for the hedged item and the hedging
instrument at inception of a hedge relationship, estimates of changes in the fair value of
the hedged item and hedging instrument are used. These fair value changes are estimated by
first calculating the effective duration and effective convexity of the hedged item and
hedging derivative. Commonly used by financial institutions, these measures quantify

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Page 5

the sensitivity of financial instruments, such as long-term debt, to interest rate
changes. Effective duration is the average percentage change in an instrument’s price
given a one percent shift in interest rates and is a linear measure of how the price of an
instrument changes in response to interest rate changes. However, as interest rates
change, prices of instruments do not change linearly, but rather curve (or is a ‘convex’
function of interest rates). Effective convexity is a measure of the curvature of how the
price of an instrument changes as the interest rates change. Use of both the effective
duration and effective convexity of an instrument can provide estimates for an instrument’s
change in fair value given a change in interest rates.

[redacted]

As noted above, effective duration and effective convexity are measures of the sensitivity
of financial instruments to changes in interest rates. Once the instruments’ sensitivity
to interest rates is calculated, the historic monthly benchmark interest rate changes can
be applied to the sensitivities in order to model the hedged item’s and hedging
derivative’s changes in fair value due to such changes in the benchmark interest rate in
the historic rate environment — even though the instruments did not exist during the
historic time period. These “estimate” fair value changes for the hedged item and hedging
derivative are then regressed for the initial assessment of prospective hedge
effectiveness. As actual fair value changes are realized during the hedge relationship,
these actual fair value changes replace the “estimate” fair value changes in ongoing
retrospective and prospective assessments.

Under the Firm’s policy, hedging units must consider either the t-statistic, F-statistic or
p value in addition to the correlation and slope results in initial prospective and
retrospective assessments of hedge effectiveness. [redacted]

Response to Comment No. 7

As noted above, under the Firm’s policy, hedging units must consider either the
t-statistic, F-statistic or p value in addition to the correlation and slope results in
both initial prospective and retrospective assessments of hedge effectiveness; [redacted]

Response to Comment No. 8

Your comment above refers to the appendices to our letter dated September 19, 2007 which
included (1) a sample hedge strategy document in accordance with which separate hedge
relationships may be conducted, and (2) a sample report that summarizes forecasted
transactions that represent available cash flow hedge capacity. Although the sample
documents are flexible enough to be used for multiple relationships, separate
hedge relationships are maintained for LIBOR-based forecasted transactions with different
terms. [redacted].

We do not believe there are any system integration issues that would prevent the Firm from
determining the sequences of the forecasted hedge transactions. The Firm’s systems track
the specific date that each instrument reprices or matures.

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Requested by JPMorgan Chase & Co.

Page 6

The types of revenue-related cash flows remaining after less predictable revenue
sources are excluded are cash flows that are deemed “annuity-like” such as asset management
fees and investment banking fees. These cash flows are then further adjusted to [redacted]
of the original forecasted amount to ensure the probability of their occurrence. The
period over which revenues are hedged is limited to a maximum of [redacted]. Thus, the
timing [redacted], currency, and amounts of the hedged cash flows are able to be estimated
with a high degree of accuracy. The hypothetical derivative used by the Firm for
effectiveness testing matches the notional and currency of the forecasted revenue cash flow
and has a maturity that matches the Firm’s SFAS 52 remeasurement date of the revenue,
although the actual cash flow may occur on another date within that same month. The Firm
has prepared an analysis similar to the white paper example prepared by the four largest
accounting firms1proving that this date mismatch (which is a maximum of
[redacted] days) results in de minimis hedge ineffectiveness.

[redacted]

Response to Comment No. 9

[redacted]

Response to Comment No. 10

For the Firm’s layering methodology, please refer to (1) the response to Comment 9 above,
(2) the hedge strategy included as Appendix A in our letter dated September 19, 2007 and
(3) the linkage report attached as Appendix B to this letter.

The 90-day deposit example included in the hedge strategy memo was one example of a type of
hedge that might be employed by the Firm under that hedge strategy document. We describe
below the Firm’s overall approach to cash flow hedging and further explain how hedges under
the hedge strategy document, for which core documentation was provided in Appendix A to our
response dated September 19, 2007, would operate over time.

[redacted]

Response to Comment No. 11

[redacted]

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Compensation Discussion and Analysis

JPMorganChase

September 20, 2007

Mr. Christian N. Windsor, Special Counsel

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20002

Mail Stop 4563

Re:  JPMorgan Chase & Co.

     Definitive 14A

     Filed March 30, 2007

     File No. 1-5805

Dear Mr. Windsor:

JPMorgan Chase & Co. (the "Firm") hereby submits this letter to respond to comments by the Staff of the Securities and Exchange Commission contained in your letter dated August 21, 2007 addressed to James Dimon, Chief Executive Officer.  Thank you for the opportunity to have discussed some of the comments with you (telephone conference August 28, 2007, with Bradley Fusco, Senior Vice President, Executive Compensation, and Anthony Horan, Corporate Secretary (the "August 28 Teleconference")).

To assist in your review of our responses, we have set forth below in full the comments contained in the letter, together with our responses to such comments.

         Compensation Discussion and Analysis, page 10

On page 11, you reference your market based evaluation of compensation levels for the named executives.  Item 402(b)(1)(v) asks companies to explain how they determine the amount of each element of compensation.  Item 402(b)(2)(xiv) goes on to ask registrants to identify benchmarks and the components of the benchmarks.  Revise this section to clarify how the Compensation Committee utilizes the benchmarks mentioned on page 10, and identify the benchmarks used, including the component companies.

We note your comments and will revise our disclosure in future filings to clarify how the Compensation Committee utilizes benchmarks and identify the benchmarks used, including the component companies.  For your information, for comparison to external peers, we generally consider an annualized level of total compensation being delivered, but also assess the mix of compensation between base salary, annual cash incentives and long term incentives (annual and multi-year).  There are separate lists of component companies for each major line of business and for the corporate sector and we would identify such component companies relevant to the Named Executive Officers.

Revise your disclosure to clarify whether the CEO has any role in making recommendations as to his own compensation, or whether any other member of the Operating Committee has a role in making a recommendation as to the compensation of any member of the Committee.  Please refer to Item 402(b)(2)(xv) of Regulation S-K.

We note your comments and will revise our disclosure in future filings to provide the above disclosure of the role of the CEO and of other members of the Operating Committee.  For your information, the CEO presents his assessment of individual performance and a recommended set of compensation actions for the other Operating Committee members to the Compensation Committee for their consideration.  The CEO does not make any recommendation regarding his own compensation.  The Compensation Committee discusses the CEO's compensation entirely in its independent executive session and seeks full Board (exclusive of the CEO) ratification of its determinations.  No member of the Operating Committee other than the CEO has a role in making a recommendation to the Compensation Committee as to the compensation of any member of the Operating Committee.

You provide a general description of the quantitative and qualitative criteria which the Compensation Committee considers in determining the compensation of the named executives.  In particular, on pages 15 and 16, you discuss the financial results in 2006 considered by the Committee in determining the named executive officers compensation. Revise your disclosure to clarify whether the financial results were evaluated by the Committee to determine whether they met particular performance targets which would directly affect the amount of compensation provided to the named executive officers, or if they were used as part of the Committee's subjective evaluation of the performance of the named executive officers.  Please refer to Item 402(b)(2)(v) of Regulation S-K.  Furthermore, if the Committee sets performance targets, and you declined to provide the targets because the disclosure of the targets would cause competitive harm to JPMorgan Chase, please provide the staff with your analysis supporting your conclusion that disclosure of the targets would result in competitive harm if they were disclosed.

We note your comments and will revise our disclosure in future filings to clarify whether the financial results were evaluated by the Committee to determine whether such results met particular performance targets which would directly affect the amount of compensation provided to the Named Executive Officers, or if they were used as part of the Committee's subjective evaluation of the performance of the Named Executive Officers.   For your information, and as we discussed in the August 28 Teleconference, awards are not part of a predetermined, formula-driven plan and the Compensation Committee does not set performance targets.  The Compensation Committee uses its business judgment in determining the compensation it deems appropriate and considers performance factors as part of the total mix of information; it does not attempt to quantify, rank or otherwise assign relative weight to the factors.  One item the Compensation Committee looks at is performance relative to budget expectations, taking into account market and other business conditions and the performance of competitors.  This analysis is not formulaic, and we understand that the Staff is not expecting companies to disclose budget expectations in this limited context.

If you conclude that any particular performance target is confidential because its disclosure would cause competitive harm to JPMorgan Chase, revise your disclosure to discuss the level of difficulty for the executive officers to reach the performance targets.  Please refer to Item 402(b)(1)(v) and Instruction 4 to Item 402(b) of Regulation S-K.

As noted above in response to Comment 3, for 2006 the Compensation Committee did not set particular performance targets.

It appears that the Compensation Committee, with input from the Operating Committee, exercises a significant amount of discretion in granting compensation, both as part of the annual compensation program as well as part of any supplemental compensation programs.  Revise your disclosure to discuss the times in which the Compensation Committee uses its discretion to make compensation determinations, including balancing quantitative and qualitative factors and the Committee's weighting of different factors.  Please refer to Item 402(b)(2)(vi) of Regulation S-K.

We note your comments and will revise our disclosure in future filings to clarify, as noted in response to Comment 3, that the Compensation Committee uses its business judgment in determining the compensation.  For your information, and as noted above, in considering quantitative and qualitative factors, the Compensation Committee considers such factors as part of the total mix of information and does not attempt to quantify, rank or otherwise assign relative weight to the factors.

Compensation Committee's Review, page 12

Revise your disclosure to expand your discussion of the Compensation Committee's engagement of financial experts to include the information required by Item 407(e)(3)(iii) of Regulation S-K.  In particular, please discuss the scope of the consultant's engagement and material elements of the consultant's instructions from the Committee.

We note your comments and will revise our disclosure in future filings to provide additional information regarding the Compensation Committee's engagement of financial experts.  For your information, the Compensation Committee reviews available peer group data, but does not make such data a determinative factor of its review process.  In 2006, the Compensation Committee was assisted by MG Management Consultants, which reviewed compensation practices and changes in business performance/rankings among major investment banking competitors and provided a ranking of JPMC's total compensation as compared to the peer group.  The Compensation Committee is interested in understanding the overall market pay dynamics among this key group of competitors and uses the information as context for assessing the effectiveness of JPMC's internal compensation delivery in light of comparative performance.  The Compensation Committee uses MG Management Consultants only for purposes of gathering peer group information and does not use such consultants to make or advise on the Compensation Committee's decisions relating to the amount or form of senior executive compensation.

Executive Compensation Tables, page 16

In what appears to be a closing piece of your Compensation Discussion and Analysis, you provide disclosure and tables which compare how the Committee viewed compensation amounts when determining the total compensation for the named executives.  Revise your disclosure to ensure that these tables are not given greater prominence than the required tables, including the Summary Compensation Table.  In particular, please refrain from using headings which appear to present your table of compensation actions, along with the reconciliation to the summary compensation table as part of the same series of tables as the Summary Compensation Table, as the other tables appear to be part of your analysis of your compensation decisions and should be presented as such.  Finally, please clarify that while the compensation actions table and the reconciliation table are presented to explain how the Committee views the disclosure, you should explain: (1) that your alternate tables and disclosure are not a substitute for the complete information required by the SEC's rules and (2) the differences between the presentation in your additional tables and the amounts included in the Summary Compensation Table, particularly the fact that the Summary Compensation Table reports the amounts expensed by JPMorgan during the fiscal year for the equity awards granted to the named executives, regardless of the year that they were originally granted.  Revise your discussion of the compensation actions table and the reconciliation to explain the features of the restorative options and to explain why the Committee did not consider the restorative options, or the SAR awards made to Mr. Cavanagh, as compensation for the purposes of determining total awards under your compensation program.  Please refer to Item 402(b)(1)(iii), (iv) and (vi) of Regulation S-K.

We note your comments and will revise our disclosure in future filings such that tables that may show compensation actions by the Compensation Committee and any reconciliation tables will be presented as part of our analysis of compensation decisions, separate from the Summary Compensation Table, and will explain that our alternate tables and disclosure are not a substitute for the information required by the SEC's rules and will also explain the differences between the presentation in our additional tables and the amounts included in the Summary Compensation Table.  With respect to restorative options, we note that we disclosed in the proxy statement at page 17 that the Compensation Committee did not consider the value of a restorative option as 2006 compensation because a restorative option is a feature of an original option granted as long-term compensation -- in this case, the restorative option was a feature of option grants made in 2002 and earlier under Bank One programs -- and such options are not a component of our current executive compensation program.  Regarding the SAR awards made to Mr. Cavanagh, we note for your information that this award was part of a special award process to motivate longer term performance focus and retention for certain key executives.  The Compensation Committee considered that separately from annual performance awards and reviewed the value of Mr. Cavanagh's total portfolio of equity awards when making their determination to grant such an award.

We note that one of the differences highlighted between how the Committee considered the value of the compensation earned during 2006 and the amounts reported in the Summary Compensation Table is the effect of retirement eligibility upon equity awards made to each named executive.  Revise this section to discuss retirement eligibility of the executives, including any differences in the valuation of different named executive's awards as represented in the Summary Compensation Table.

We note your comments and will revise our disclosure in future filings to discuss retirement eligibility of the executives, including any differences in the valuation of different named executive's awards as represented in the Summary Compensation Table.  As noted in the proxy statement at page 17, beginning in 2006, the Firm will accrue during the performance year the estimated cost of stock awards expected to be granted to retirement-eligible employees at the next January grant date. For your information, for these purposes, retirement-eligible employees are employees entitled upon voluntary termination to continued vesting of equity awards, either immediately or in accordance with their schedule provided (1) they have been continuously employed for at least 5 years, (2) their age and length of service is equal at least to 60, and (3) they have met the Firm's criteria of a good leaver, which means they have provided adequate notice of their resignation and have effectively transitioned their responsibilities prior to their departure.

Summary Compensation Table, page 17

Revise the Summary Compensation Table to exclude the information included in the parentheticals regarding the value of the restorative options received by Mr. Dimon and Mr. Cavanagh, as this presentation is not consistent with the format required by Item 402(c).  To the extent that you wish to explain a component of any of the tables, you can use a footnote, or include the information in the narrative discussion contemplated by Item 402(e) of Regulation S-K.

We note your comments and will revise our disclosure in future filings accordingly.

Grants of Plan Based Awards, page 19

This table presents awards made to the named executives on January 18, 2007.  This table should present all awards that were granted during the relevant fiscal year.  It appears that JPMorgan Chase granted equity awards in the first quarter of 2006 as compensation for performance in 2005.  Please report all equity grants made during the relevant year.  Please refer to 402(d)(1) and Instruction 1 to Item 402(d).  Please also refer to Question 4.05 of the Interpretive Guidance on Item 402, updated February 12, 2007.

We note your comments and will revise our disclosure in future filings accordingly.

It appears that at the end of Fiscal Year 2006, there were future payouts under your non-equity incentive awards.  Please revise the table to include the information required by Item 402(d)(iii) of Regulation S-K.

As discussed during the August 28 Teleconference, we do not grant non-equity incentive awards.  We award annual cash incentives under a shareholder-approved plan designed to permit JPMC to deduct the compensation paid.  The plan allows the Compensation Committee substantial discretion in establishing compensation following the completion of a fiscal year.  Accordingly, we report amounts paid under this plan as "bonus" and not "non-equity incentive compensation".

The table contemplated by Item 402(d) requires that you include all grants made to each named executive officer, rather than present different types of awards under separate subheadings.  Revise your disclosure to present the restorative option gr

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RESPONSE LETTER

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 1

September
18, 2007

Mr. Donald Walker, Senior Assistant Chief Accountant

Ms. Sharon M. Blume, Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

Mail Stop 4561

    Re:

    JPMorgan Chase & Co.

    Form 10-K for the Fiscal Year Ended December 31, 2006

    Form 10-Q for the Fiscal Quarter Ended March 31, 2007

    File No. 1-5805

Dear Mr. Walker and Ms. Blume:

     JPMorgan Chase & Co. (the “Firm”) hereby submits this letter to respond to comments by the
Staff of the Securities and Exchange Commission contained in your letter dated July 31, 2007
addressed to Michael J. Cavanagh.

     To assist in your review of our responses, we have set forth below in full the comments
contained in the letter, together with our responses to such comments.

     The Company hereby requests that the Securities and Exchange Commission afford confidential
treatment, pursuant to the provisions of 17 C.F.R. §200.83 , of the indicated portions of
the letter.

Form 10-K for Fiscal Year Ended December 31, 2006

Notes to Consolidated Financial Statements

Note 13 — Allowance for Loan Losses, page 113

    1.

    We have reviewed your response to prior comment one from our letter dated June 26, 2007. For
risk-rated loans, please provide us with the following additional information regarding the
statistical calculation you use to determine the formula-based component of your allowance for
loan losses:

    •

    Your definitions of default probability and loss severity; and

    •

    A quantitative example, including narrative, that details each step in determining
the formula-based component of your allowance — explain how default

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Page 2

    probabilities are differentiated based on the risk rating of the loan and include example
calculations of probability of default and loss severity.

    As noted, for risk-rated loans and commitments, statistical losses are the product of default
probability and loss severity.

    Default probabilities — or “expected default factors” (“EDFs”) — represent the statistical
expectation of the obligor’s likelihood of default. The EDFs used by the Firm are based on
external statistical default and migration data from S&P and Moody’s as well as default
factors extracted from 3-month average Credit Default Swap spreads. For the businesses that
are aligned to the capital markets (the Investment Bank, Treasury & Securities Services and
Commercial Bank mid-Corporate) and for which CDS spread information is more readily available
and representative of the obligors, the Firm uses [redacted]. For other risk-rated loans, [redacted] are used.

    The Firm utilizes the S&P and Moody’s default and migration data and the CDS-based EDFs to
create default grids by rating and maturity. The external agency ratings are mapped to the
Firm’s internal risk ratings, thus providing a link between the risk rating assigned by the
credit officer and the external default factors used in the statistical calculation.

    Loss severity — or “loss given default” (“LGD”) — represents the amount of loss upon obligor
default. The Firm’s LGD estimates are based on a study of the Firm’s actual loss experience
from defaults over a twenty-year period. The LGDs are differentiated by type of obligor
(e.g., large corporate or small private company), quality of collateral (e.g., cash or
stock), and the Firm’s seniority in the obligor’s capital structure. The LGDs for each of
these categories are published in a Firm-wide risk policy to ensure that they are
consistently applied in the calculations.

    The first step in the credit risk process is to assign to each borrower a risk rating. The
appropriate EDF factor is then assigned based on the borrower’s risk rating and the maturity
of the exposure. Next, credit officers specify a LGD for each facility based on the Firm’s
risk policy, as described above.

    With these factors established, the statistical calculation of the allowance for loan losses
is as follows:

[redacted]

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 3

Note 28 — Accounting for Derivative and Hedging Activities, page 131

    2.

    We have reviewed your response to prior comment two from our letter dated June 26, 2007.
Please provide us with the following additional information to help us understand your hedge
accounting process in more detail:

    •

    describe the specific circumstances under which a segment utilizing SFAS 133 hedge
accounting would transact a derivative hedging instrument directly with a third-party,
or with an internal trading desk;

    •

    describe in detail how the internal trading desk obtains an order for a derivative
hedging instrument from a segment wishing to enter into a derivative transaction and
how that transaction is executed;

    •

    tell us specifically whether the internal trading desk transacts derivative
instruments directly with a third-party on the segment’s behalf, or if the internal
trading desk transacts some derivative instruments internally with the treasury
department that subsequently transacts similar or identical derivative instruments with
a third-party;

    •

    if the latter, tell us how a segment utilizing hedge accounting determines that the
key attributes, including interest rates and maturity dates, of the internal and
external trades are properly matched; and

    •

    tell us whether you have designated an internal derivative as the hedging instrument
in any hedging relationship, and if so, describe the nature of the hedging
relationship, methodology used to assess effectiveness, and the applicable guidance
relied upon to support the approach.

    The segment seeking to enter into a SFAS 133 hedging derivative (the “hedging segment”)
obtains bids for the derivative hedging instrument from both external derivative dealers
and the internal trading desk. The hedging segment selects the internal or external
derivative primarily based upon the prices quoted.

    If the internal bid is selected, then the hedging segment will inform the internal
trading desk of the bid’s acceptance. An internal derivative is then recorded between
the hedging segment and the internal trading desk. The internal trading desk must then
execute with an external counterparty a derivative with terms (including the notional,
currency, index, maturity date, fixed rate, reset dates, and payment dates) that match
those of the internal derivative. Floating rates are closely matched, typically within
a 1-2 basis point spread. The external derivative must be executed as soon as possible,
and always before the end of the same trade date. In addition, both the internal and
external trades are executed at market (at zero fair value) at inception.

    The hedging segment verifies on trade date that the terms of the external derivative
meet the qualifications to be used as a SFAS 133 hedging instrument for the hedge
relationship, and that the terms of the internal and external derivatives are matched as
described above. The external derivative is designated as the SFAS 133 hedge. The
hedging segment continues to verify the existence and terms of the external SFAS 133
hedging derivative and the internal derivative at each assessment date throughout the
life of the hedge relationship.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 4

    The hedging segment utilizes a two-step process to assess hedge effectiveness. First,
the hedging segment calculates the change in value of the internal derivative as a proxy
of the change in value of the external derivative. This value is used in the assessment
of hedge effectiveness utilizing either the dollar offset method or regression as
specified in the hedge documentation. Second, the hedging segment assesses whether
differences between the changes in value of the internal and external derivatives impact
the hedge effectiveness conclusion reached in the first step. Due to the de minimis
difference in terms, the Firm’s conclusions regarding hedge effectiveness have not been
changed by differences in the changes in value of the external versus internal
derivatives.

    For the following comments, we refer you to responses three and four of your letter dated
May 4, 2006:

    3.

    Please tell whether you used each of the hedging strategies, described in your responses at
December 31, 2006 and March 31, 2007.

    •

    Beginning January 1, 2006 the Firm no longer applied hedge accounting to
mortgage servicing rights due to the adoption of Statement of Financial Accounting
Standards No. 156, Accounting for Servicing of Financial Assets — An Amendment of
FASB Statement No. 140.

    •

    In addition, beginning January 1, 2007 the Firm no longer applied hedge
accounting to the fixed-rate resale/repurchase agreements and commercial mortgage
loans and prime mortgage loans that are warehoused for sale, due to the election
of fair value measurement for the hedged items under Statement of Financial
Accounting Standards No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities — Including an Amendment of FASB Statement No. 115.

    The Firm also made the following changes to its methods for assessing hedge effectiveness in
certain hedge relationships:

    •

    During 2006, the Firm chose to discontinue its use of the shortcut method to
assess hedge effectiveness. These hedging relationships were de-designated at that
time and re-designated. As a result, the Firm assesses the effectiveness of hedges
of long-term debt and fixed-rate assets using the long haul method as of December
31, 2006 and March 31, 2007.

    •

    During 2006, the Firm chose to discontinue its use of the dollar value offset
method to assess hedge effectiveness for fair value hedges of long-term debt. The
Firm assesses the effectiveness of these hedges using a regression test as of
December 31, 2006 and March 31, 2007.

    Please see the response to question 4 below for a discussion of the Firm’s current
application of fair value hedge accounting for long-term debt.

    All other hedge strategies discussed in the May 4, 2006 response were in use as of December
31, 2006 and March 31, 2007.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 5

    4.

    If you have entered into any new hedging strategies, please tell us how you determine that
they met the criteria for hedging accounting pursuant to paragraphs 20, 21, 28 and 29 of SFAS
133. Specifically address the following for each type of new hedging relationship:

    •

    the nature and terms of the hedged item or transaction;

    •

    the nature and terms of the derivative instruments;

    •

    the specific documented risk being hedged;

    •

    the type of SFAS 133 hedge (fair value, cash flow, etc.); and

    •

    the quantitative measures you use to assess effectiveness of each hedge both at
inception and on an ongoing basis.

    The following hedge strategies and corresponding methods of assessing effectiveness are new
and were not discussed in our prior response.

    [redacted]

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 6

    5.

    If the new hedging strategies involve the use of the shortcut or matched terms methods for
assuming no ineffectiveness, please tell us how you determined they meet each of the
conditions in paragraph 68 or 65 of SFAS 133.

    The Firm does not apply the shortcut or matched terms methods for assessing hedge
effectiveness in any of the three new hedging strategies discussed above.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 7

    6.

    Please quantify the notional amounts of derivatives used in each hedging strategy at December
31, 2006 and March 31, 2007.

    The following are derivative notional balances, by each hedging strategy, at December 31,
2006 and March 31, 2007. De minimis strategies are not included below.

    Strategy

    12/31/06

    3/31/07

    $ 000’s

    $ 000’s

Strategies that existed in May 4, 2006 letter

    [redacted]

Strategies implemented subsequent to the May

4, 2006 letter

    [redacted]

 (1) [redacted]

 (2) [redacted

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 8

    7.

    Please tell us the following for each type of hedged forecasted transaction:

    •

    how you aggregate similar cash flows under paragraph 29(a) of SFAS 133;

    •

    the defined time period over which you typically forecast the probable cash flows
for each type of forecasted hedge transaction;

    •

    how you assess current hedgeable cash flows and expectations in determining whether
the cash flows are probable throughout the hedge period;

    •

    whether you have missed any of your forecasts (i.e. had more notional amounts of
hedging transactions than actual hedgeable forecasted transactions); and if so, the
number of times and frequency;

    •

    whether you have ever changed the forecasted transaction of an established hedge;
and

    •

    if so, how you considered the off-market components of the swap at the time of
de-designation and re-designation.

    The Firm hedges two types of forecasted transactions: cash flows related to the
rollover/repricing of assets and liabilities and cash flows related to foreign currency
revenues and expenses.

    For cash flows related to the rollover/repricing of assets and liabilities, the cash flows
are separated by assets versus liabilities, product type, benchmark interest rate repricing
frequency and repricing timeframe to ensure that aggregated cash flows share the same risk
exposure. (For example, liabilities based on the same benchmark interest rate repricing on
a monthly basis are aggregated within a nominal number of repricing days, typically 2-4
days.) The forecasted cash flows relate to the Firm’s core lending and deposit taking
activities and are hedged over a period of no more than ten years, with the significant
majority (approximately [redacted] as of March 31, 2007) forecasted to occur within five
years. The Firm assesses the probability of forecasted transactions occurring through an
analysis of both historic realized cash flows and forecasts of future cash flows. These
probable amounts are further reduced to arrive at the “core,” or available amount of cash
flows to be designated as hedged. A comparison of actual versus projected cash flows is
performed monthly to ensure that the hedged cash flows did occur. All rollover/repricing
cash flows forecasted in the periods presented did occur and forecasted cash flows remain
probable. The Firm has not changed the forecasted transaction of an established hedge.

    Forecasted foreign currency cash flows are separated by revenue versus expense and by
currency in order to ensure aggregated cash flows share the same risk exposure. Forecasted
foreign currency revenue and expense cash flows are hedged on a monthly basis over a period
of no more than twelve months. To establish the amount of revenues or expenses to be
hedged, the Firm first reviews its foreign currency-denominated revenue and expense

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 9

    forecasts for reasonableness taking into consideration of business plans and historical
experience. Revenue forecasts are then adjusted to exclude less predictable revenue sources
such as trading revenue and securities gains/losses. As the significant majority of the
foreign currency-denominated expenses that are incurred overseas are salary and benefit
related, and are therefore more stable than revenue-related cash flows, forecasted expenses
are generally more predictable. The Firm then establishes a “core” amount of forecasted
revenues or expenses that may

Mail Stop 4561

         July 31, 2007

Mr. Michael J. Cavanagh
Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017

RE: JPMorgan Chase & Co.
Form 10-K for the Fiscal Ye ar Ended December 31, 2006
Form 10-Q for the Fiscal Qu arter Ended March 31, 2007
File No. 1-5805

Dear Mr. Cavanagh:

We have reviewed your supplemental response letters dated July 17, 2007 and
May 4, 2006 and have the following comments.

Form 10-K for Fiscal Year Ended December 31, 2006
Notes to Consolidated Financial Statements
Note 13 – Allowance for Loan Losses, page 113

1. We have reviewed your response to prio r comment one from our letter dated June
26, 2007.  For risk-rated loans, please provi de us with the following additional
information regarding the st atistical calculation you use to determine the formula-
based component of your allowance for loan losses:
• your definitions of default probability and loss severity; and
• a quantitative example, including narrative, that details each step in
determining the formula-based compone nt of your allowance- explain how
default probabilities are di fferentiated based on the risk  rating of the loan and
include example calculations  of probability of default and loss severity.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
July 31, 2007 Page 2
Note 28 – Accounting for Derivativ e and Hedging Activities, page 131
2. We have reviewed your response to prio r comment two from our letter dated June
26, 2007.  Please provide us with the following additional information to help us understand your hedge accounting process in more detail:

• describe the specific circumstances under which a segment utilizing SFAS
133 hedge accounting would transact a derivative hedging instrument directly with a third-party, or with an internal trading desk;
• describe in detail how the internal trading desk obtains an order for a
derivative hedging instrument from a segment wishing to enter into a
derivative transaction and how that transaction is executed;
• tell us specifically whether the inte rnal trading desk transacts derivative
instruments directly with  a third-party on the segment’s behalf, or if the
internal trading desk transacts some de rivative instruments internally with the
treasury department that subsequently tr ansacts similar or identical derivative
instruments with a third-party;
• if the latter; tell us how a segment utilizing hedge accounting determines that
the key attributes, including interest rates and maturity dates, of the internal and external trades are properly matched; and
• tell us whether you have designated an internal derivative as the hedging
instrument in any hedging relationship, a nd if so, describe the nature of the
hedging relationship, methodology used to  assess effectiveness, and the
applicable guidance relied upon to support the approach.

For the following comments, we refer you to responses three and four of your
letter dated May 4, 2006:
3. Please tell us whether you used each of  the hedging strategies described in your
responses at December 31, 2006 and March 31, 2007.
4. If you have entered into any new he dging strategies, please tell us how you
determined that they met the criteria for hedge accounting pursuant to paragraphs
20, 21, 28 and 29 of SFAS 133.  Specifically address the following for each type
of new hedging relationship:

• the nature and terms of the hedged item or transaction;

• the nature and terms of th e derivative instruments;

• the specific documented risk being hedged;

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
July 31, 2007 Page 3
• the type of SFAS 133 hedge (fair value, cash flow, etc.); and

• the quantitative measures you use to assess effectiveness of each hedge both at
inception and on an ongoing basis.
5. If the new hedging strategies involve th e use of the shortcut or matched terms
methods for assuming no ineffectiveness, please tell us how you determined they
meet each of the conditions in paragraph 68 or 65 of SFAS 133.
6. Please quantify the notional amounts of de rivatives used in each hedging strategy
at December 31, 2006 and March 31, 2007.
7. Please tell us the following for each t ype of hedged forecasted transaction:

• how you aggregate similar cash flows under paragraph 29(a) of SFAS 133;
• the defined time period over which y ou typically forecast the probable cash
flows for each type of forecasted hedge transaction;
• how you assess current hedgeable cash flow s and expectations in determining
whether the cash flows are proba ble throughout the hedge period;
• whether you have missed any of your forecasts (i.e. had more notional amounts of hedging transactions th an actual hedgeable forecasted
transactions); and if so, the number of times and frequency;
• whether you have ever changed the forecasted transaction of an established
hedge; and
• if so, how you considered the off-market  components of the swap at the time
of de-designation and re-designation.

8. Please provide us with your hedge docu mentation for a representative sample of
one of your cash flow hedges of certificates of deposit using the rollover strategy.
Please ensure this documentation shows the analysis performed to ensure the terms of the hedged cash flows and hedging instrument are closely aligned.
9. Regarding your use of dollar-offset in a ssessing effectiveness for certain hedges,
please tell us whether there were any tim es you failed the dollar offset method and
yet still concluded that the hedging relations hip is highly effective and continue to
apply hedge accounting.  If so, tell us what additional procedures you performed
and how you concluded it was appropriate to continue to apply hedge accounting.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
July 31, 2007 Page 4
10. Regarding your use of the hypothetical derivative method pursuant to DIG Issue
G-7, in general, please confirm that the hypothetical derivative considered to be
perfectly effective has a fair value of zero at inception.  Please also confirm that in
re-designation of cash flow hedges, the hypothetical derivative used under DIG Issue G-7 has an initial fair value of zero.
11. Regarding your net investment hedging relationships please tell us whether you
have ever been required to re-desi gnate the derivative, and if so, the
circumstances surrounding such instances.
12. Please tell us the following regarding your  use of the shortcut method for hedges
of fixed-rate bullet maturity resale agreements:
• whether you hedge on an individu al item basis or as a pool; and
• if as a pool, how you ensure that each resale agreement in the pool would
individually qualify for th e shortcut method and also  meet the conditions in
paragraph 21(a) of SFAS 133.

Form 10-Q for the Fiscal Quarter Ended March 31, 2007
Note 3 – Fair Value Measurement
Transition, page 77

13. We have reviewed your response to prior comment five from our letter dated June
26, 2007.  We understand that to value your  private equity investments, you
primarily use observations of the tr ading multiples of public companies
considered comparable to the private companies being valued adjusted for
company-specific issues, the lack of liquidity in a non-public investment and others.  Please provide us with a quantit ative example, including narrative that
details each step in determining the fair value of a typical private-equity investment- include example calculations  of the major valuation adjustments
applied.

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
July 31, 2007 Page 5
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Sharon Bl ume, Staff Accountant, at  (202) 551-3474 or me at
(202) 551-3490 if you have questions.

        S i n c e r e l y ,

                    D o n a l d  W a l k e r
         Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

RESPONSE LETTER

July 17, 2007

Mr. Donald Walker, Senior Assistant Chief Accountant

Ms. Sharon M. Blume, Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

Mail Stop 4561

                   Re:

    JPMorgan Chase & Co.

    Form 10-K for the Fiscal Year Ended December 31, 2006

    Form 10-Q for the Fiscal Quarter Ended March 31, 2007

    File No. 1-5805

Dear Mr. Walker and Ms. Blume:

               JPMorgan Chase & Co. (the “Firm”) hereby submits this letter to respond to comments by the
Staff of the Securities and Exchange Commission contained in your letter dated June 26, 2007
addressed to Michael J. Cavanagh.

               To assist in your review of our responses, we have set forth below in full the comments
contained in the letter, together with our responses to such comments.

Form 10-K for Fiscal Year Ended December 31, 2006

Notes to Consolidated Financial Statements

Note 13 – Allowance for Loan Losses, page 113

    1.

    You disclose the formula-based component of your allowance is the product of a statistical
calculation and the statistical calculation is partially the product of probability of
default. Please tell us the period over which you calculate the probability of default.
Explain how that period supports an incurred, rather than expected, loss model.

The Firm utilizes statistical models to estimate the probable losses inherent in the Firm’s
currently existing performing portfolio of wholesale and consumer loans.

For risk-rated loans (generally loans originated by the wholesale lines of business), the
statistical estimate is the product of default probability and loss severity. Default
probabilities are differentiated based on the risk rating of the loan and are calculated based on
the remaining maturity of the underlying loans as historical information indicates that the loss
inherent in a loan varies based on the term of the loan. Risk ratings utilized by the Firm reflect
all known events to date related to counterparties. Future

events or conditions (i.e., downgrades) related to the loan obligor are not reflected in current
risk ratings and only impact the calculations in the period when a rating change occurs. Thus, the
statistical calculation employed by the Firm to derive the allowance estimates the amount of
probable losses inherent in the portfolio at the balance sheet date, based on conditions existing
at the point in time the calculation is made.

For scored loans (generally loans originated by the consumer lines of business), the statistical
estimate of probable losses is determined by applying an estimated loss factor over the loss
coverage period, which approximates twelve months. The loss factors and coverage period are
reflective of the Firm’s historical loss experience for pools of consumer assets.

The Firm estimates the probable losses inherent in the Firm’s currently existing performing
portfolio of wholesale and consumer loans in accordance with Statement 5, Accounting for
Contingencies (SFAS 5).

Note 28 – Accounting for Derivative Instruments and Hedging Activities, page 131

    2.

    You disclose on page 53 that the Corporate Segment includes Treasury, which manages the
structural interest rate risk for the Firm. We note the activities of your other segments
include assets and liabilities upon which you utilize hedge accounting. To help us gain a
better understanding of your hedge accounting process, please provide us with the following
additional information:

    Ÿ

    Describe the process by which derivative instruments are obtained by the various
segments for hedge accounting purposes: for example, tell us which group or groups
(i.e. Treasury, Trading Desk etc.) are responsible for obtaining these derivative
instruments and describe the process by which they are obtained;

    Ÿ

    Tell us if the responsible groups obtain the derivative instruments from internal or
external sources or both; and

    Ÿ

    In connection with the above, tell us how the various segments determine the
conditions for hedge accounting are achieved.

Each business segment and the Corporate segment (which includes Treasury) utilizing hedge
accounting is responsible for ensuring that all Statement 133, Accounting for Derivative
Instruments (SFAS 133), qualification criteria are met for each hedge relationship initiated. All
such segments are required to review and document the qualifications for the specific type of hedge
prior to initiation of a hedge relationship; in addition, each such segment is required to review
and document that the proposed hedge relationship meets each qualification on an ongoing basis.

A segment utilizing SFAS 133 hedge accounting may transact the derivative hedging instruments
directly with a third party, or with an internal trading desk. If the segment uses an internal
trading desk, then the internal trading desk transacts a derivative instrument with a third party
on the segment’s behalf. Whether a third party derivative instrument is executed directly, or
indirectly through a trading desk, the SFAS 133-

trained staff in the hedging segment ensure that the third party derivative instrument meets all of
the qualifications for SFAS 133 hedge accounting at inception and on an ongoing basis.

Form 10-Q for the Fiscal Quarter ended March 31, 2007

Note 3 – Fair Value Measurement

Changes in level three (3) fair value measurements, page 76

    3.

    Please tell us and in future filings disclose for fair value measurements using significant
unobservable inputs (Level 3), the specific line items in which gains or losses included in
earnings are reported in your Consolidated Statements of Income. Refer to paragraphs 32c-d
and A35 of SFAS 157.

The Firm discloses the income statement line item classification for its significant products in
the financial statement footnote specific to the product. For example, the income statement
classification for derivative instruments (including derivative instruments classified as Level 3
for Statement 157, Fair Value Measurement (SFAS 157) disclosures) is disclosed in Note 5 –
Principal Transactions.

A mapping of the relevant disclosures has been provided below.

    Level 3

    Classification –

    Reference to Consolidated Income

    Instrument

    Statement of Income

    Statement Classification in 1st Qtr

    or Other

    Form 10-Q

    Comprehensive

    Income

                Trading assets and
liabilities- debt
and equity
instruments

    Principal Transactions

    Note 5- Principal Transactions

    Available-for-sale

securities

    Accumulated other

comprehensive income

(loss)

    Note 11- Securities

Note 19- Accumulated other

comprehensive income (loss)

    Derivatives

    Principal Transactions

    Note 5- Principal Transactions

    Private equity

investments

    Principal Transactions

    Note 5- Principal Transactions

    Loans

    Principal Transactions

Mortgage
fees and
related income

    Note 4- Fair Value Option

Note 5- Principal Transactions:

Investment Bank FVO election

Note 6- Other noninterest revenue

Note 13- Loans

    Mortgage servicing

rights

    Mortgage fees and
related income

    Note 6- Other noninterest revenue

Note 17- Goodwill and other
intangible assets

    Other assets

(equity method

investments)

    Other income

    Note 1- Basis of presentation

Other Income

Note 4- Fair Value Option

    Deposits

    Principal Transactions

    Note 4- Fair Value Option

Note 5- Principal Transactions

    Beneficial

interests issued by

consolidated subs

    Principal Transactions

    Note 4- Fair Value Option

Note 5- Principal Transactions

    Long-term debt

    Principal Transactions

    Note 4- Fair Value Option

Note 5- Principal Transactions

In future filings, the Firm will also include within its Fair Value Measurement footnote a
description of the specific line items in which gains or losses on Level 3 instruments are
included.

Transition, page 77

    4.

    You disclose that in connection with the adoption of SFAS 157, you recorded a
cumulative-effect increase to Retained earnings of $287 million effective January 1, 2007,
primarily related to the release of profit previously deferred in accordance with EITF 02-3.
Please provide us with the following additional information regarding your transition
adjustments:

    Ÿ

    Tell us how you considered the guidance in paragraphs 37(a) and 37(c) of SFAS 157
in determining whether cumulative-effect adjustments to Retained earnings were
necessary for the financial instruments described in those paragraphs; and

    Ÿ

    Separately quantify those adjustments, if applicable.

The components of the Firm’s cumulative-effect increase to Retained earnings by applicable
transition paragraph of SFAS 157 were as follows:

    Transition provision

    Cumulative-effect (after-tax)

              Paragraph 37(a)

    Not applicable

    Paragraph 37(b)

    $210 million

    Paragraph 37(c)

    $77 million

As of January 1, 2007 the Firm had no positions in Level 1 of the fair value hierarchy for which a
blockage factor had been applied; and thus, paragraph 37(a) was not applicable.

The Firm applied the transition provisions of paragraph 37(c) to hybrid instruments measured at
fair value at initial recognition under Statement 133 using the transaction price in accordance
with paragraph 16A of Statement 133.

    5.

    You disclose that in connection with the adoption of SFAS 157, you recorded an increase to
revenue of $464 million during the quarter ended March 31, 2007, due to there being sufficient
market evidence to support an increase in nonpublic private equity investments fair values.
Further, you disclose that there had not been an actual third party market transaction related
to these investments.

    Please tell us the specific market evidence you used to support the increase in fair values.

Prior to the adoption of SFAS 157, the Firm utilized third-party market-clearing transactions
related to each portfolio company as the primary basis for recording valuation adjustments to each
such private equity investment. In conjunction with its adoption of SFAS 157, which eliminated the
concept of reliability thresholds within a fair value measurement, the Firm revised its valuation
practices to incorporate other market evidence in the estimation of hypothetical exit value. Such
market evidence primarily includes observations of the trading multiples of public companies
considered comparable to the private companies being valued. Valuation adjustments are then
applied to these calculations to account for company-specific issues, the lack of liquidity
inherent in a non-public investment, and the fact that comparable public companies are not
identical to the private companies being valued.

The Firm believes its approach is consistent with other market participants and appropriately
considers the risk premium a market participant would demand given the uncertainty in the estimated
cash flows.

Note 4 – Fair Value Option

Elections, page 78

Loans

    6.

    You disclose that the Investment Bank elected to record loan origination and purchases
entered into after January 1, 2007 as part of its securitization warehousing activities at
fair value and that similarly, Retail Financial Services elected to record prime mortgage
loans originated after January 1, 2007, that are warehoused pending your determination to sell
or to securitize the loans, at fair value. Further, you disclose that these elections were
made prospectively based upon the short holding period of the loans and/or negligible impact
of the elections. As SFAS 159 requires the choices to apply or not apply the fair value
option to be retroactive to the early adoption date, please tell us how you have complied with
the requirement. In your response, quantify the difference between the carrying amounts and
fair values of the above described loans at January 1, 2007.

Paragraph 25 of Statement 159, Fair Value Option (SFAS 159), states “at the effective date, an
entity may elect the fair value option for eligible items that exist at that date. The entity
shall report the effect of the first remeasurement to fair value as a cumulative-effect adjustment
to the opening balance of retained earnings.” In accordance with this paragraph, the Firm recorded
transition adjustments within Retained earnings for all items that were elected to be measured at
fair value under SFAS 159 and that existed as of January 1, 2007. However, not all warehouse loans
that existed as of January 1, 2007 were elected to be valued in accordance with the fair value
option; that is because the operational burden of changing the accounting basis for short term hold
portfolios exceeded the benefits of electing the option. These warehoused loans continued to be

accounted for as held-for-sale through the date of sale and no transition adjustment was recorded
for them at January 1, 2007.

The Firm has elected to record at fair value certain warehouse loans that were originated or
purchased after January l, 2007 with the intent to sell. As these loans did not exist as of the
transition date, no transition adjustment to Retained earnings was recorded for these loans.

Note 22 – Accounting for Derivative Instruments, page 101

    7.

    We note you refer the reader to the 2006 Annual Report for a further discussion of the Firm’s
use of and accounting policies related to derivative instruments. Please tell us an in future
filings disclose any material changes to your SFAS 133 hedging relationships resulting from
your election to fair value the related hedged items under SFAS 159 (for example,
discontinuance of hedge accounting). In addition, quantify for us the fair values of
derivatives used in SFAS 133 hedge accounting relationships at December 31, 2006 vs. March 31,
2007.

Three types of SFAS 133 hedged items were impacted by the Firm’s decision to elect fair value
measurement under SFAS 159: fixed-rate repurchase agreements and commercial mortgage loans and
prime mortgage loans that are warehoused for sale. With respect to these three items the Firm no
longer applies SFAS 133 hedge accounting. The fair values of derivatives used in SFAS 133 hedge
accounting relationships at December 31, 2006 involving repurchase agreements, commercial mortgage
loans and prime mortgage loans were net derivative liabilities of $2 million, $4 million, and $4
million, respectively.

The fair values of all derivatives used in SFAS 133 hedge accounting relationships at December 31,
2006 and March 31, 2007 were derivative assets of $849 million and $730 million, respectively, and
derivative liabilities of $837 million and $882 million, respectively.

In future filings, the Firm will disclose any material changes to SFAS 133 hedging
relationships resulting from the Firm’s election to fair value the related hedged items under SFAS
159.

*     *     *

This is to acknowledge that: (i) the Firm is responsible for the adequacy and accuracy of the
disclosure in this filings; (ii) staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with respect to the filing; and
(iii) the Firm may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

*   *   *   *

               If you have any questions or request any further information, please do not hesitate to call
the undersigned at 212-270-3632 or Neila B. Radin at 212-270-0938.

Very truly yours,

/s/ Louis Rauchenberger

Louis Rauchenberger

Corporate Controller

Mail Stop 4561

         June 26, 2007

Mr. Michael J. Cavanagh
Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017

RE: JPMorgan Chase & Co.
Form 10-K for the Fiscal Ye ar Ended December 31, 2006
Form 10-Q for the Fiscal Qu arter Ended March 31, 2007
File No. 1-5805

Dear Mr. Cavanagh:

We have reviewed your filings and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to other portions of your documents.  Please provide a
written response to our comments.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2006
Notes to Consolidated Financial Statements
Note 13- Allowance for Loan Losses, page 113

1. You disclose the formula-based component of your allowance is the product of a
statistical calculati on and the statistical calculati on is partially the product of
probability of default.  Please tell us the period over which you calculate
probability of default.  Explain how that  period supports an incurred, rather than
expected, loss model.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
June 26, 2007 Page 2
Note 28- Accounting for Derivative Inst ruments and Hedging Activities, page 131

2. You disclose on page 53 that the Cor porate segment includes Treasury, which
manages the structural interest rate risk for the Firm.  We note the activities of
your other segments include assets a nd liabilities upon whic h you utilize hedge
accounting.  To help us gain a better understanding of your hedge accounting
process, please provide us with the following additional information:

• describe the process by which deriva tive instruments ar e obtained by the
various segments for hedge accounting purposes; for example, tell us which group or groups (i.e. Treasury, Trading Desk etc.) are responsible
for obtaining these derivative instru ments and describe the process by
which they are obtained;
• tell us if the responsible groups obt ain the derivative instruments from
internal or external sources or both; and
• in connection with the above, tell us  how the various segments determine
the conditions for hedge accounting are achieved.

Form 10-Q for the Fiscal Quarter ended March 31, 2007
Note 3 – Fair Value Measurement
Changes in level three (3) fair  value measurements, page 76

3. Please tell us and in future filings disclose for fair value measurements using significant unobservable inputs (level 3), the specific line items in which gains or
losses included in earnings are reported  in your Consolidated Statements of
Income.  Refer to paragraphs 32(c)-(d) and A35 of SFAS 157.

Transition, page 77

4. You disclose that in connection with the adoption of SFAS 157, you recorded a
cumulative-effect increase to Retained  earnings of $287 million effective January
1, 2007, primarily related to the release of profit previously deferred in accordance with EITF 02-3.  Please provide us with the following additional information regarding your  transition adjustments:

• tell us how you considered the guidan ce in paragraphs 37(a) and 37(c) of
SFAS 157 in determining whether cumulative-effect adjustments to Retained earnings were necessary fo r the financial instruments described
in those paragraphs; and
• separately quantify those adjustments, if applicable.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
June 26, 2007 Page 3
5. You disclose that in connection with the adoption of SFAS 157, you recorded an increase to revenue of $464 million duri ng the quarter ended March 31, 2007, due
to there being sufficient market evid ence to support an increase in nonpublic
private equity investments fair values.  Further, you disclose that there had not been an actual third party market transact ion related to these investments.  Please
tell us the specific market evidence you used to support the increase in fair values.

Note 4- Fair Value Option
Elections, page 78
Loans

6. You disclose that the Investment Bank el ected to record loan originations and
purchases entered into after January 1, 2007 as part of its securitization
warehousing activities at fair  value and that similarly, Retail Financial Services
elected to record prime mortgage loans originated after January 1, 2007, that are
warehoused pending your determination to sell or to securitize the loans, at fair value.  Further, you disclose that these elections were made prospectively based
upon the short holding period of the loan s and/or negligible impact of the
elections.  As SFAS 159 requires the choices to apply or not apply the fair value option to be retroactive to the early a doption date, please tell us how you have
complied with this requirement.  In  your response, quantify the difference
between the carrying amounts and fair values of the above described loans at
January 1, 2007.

Note 22- Accounting For Deri vative Instruments, page 101

7. We note you refer to the reader to the 2006 Annual Report for a further discussion
of the Firm’s use of and accounting policie s related to deriva tive instruments.
Please tell us and in future filings disc lose any material changes to your SFAS
133 hedging relationships resulting from your  election to fair value the related
hedged items under SFAS 159 (for exam ple, discontinuance of hedge
accounting).  In addition, quantify for us th e fair values of derivatives used in
SFAS 133 hedging relationships at December 31, 2006 vs. March 31, 2007.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
June 26, 2007 Page 4
Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Sharon Bl ume, Staff Accountant, at  (202) 551-3474 or me at
(202) 551-3490 if you have questions.

        S i n c e r e l y ,

                    D o n a l d  W a l k e r
         Senior Assistant Chief Accountant

Mail Stop 4561

         November 18, 2005

Mr. Michael J. Cavanagh
Chief Financial Officer
JP Morgan Chase & Co.
270 Park Avenue
New York, NY 10017

RE: JPMorgan Chase & Co.
Form 10-K for the Fiscal Ye ar Ended December 31, 2004
Filed March 2, 2005
File No. 1-5805

Dear Mr. Cavanagh:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to other portions of your documents.  Please provide a
written response to our comments.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004
Management’s Discussion and Analysis
Balance Sheet Analysis
Trading Assets and Liabilities- Deriva tive Receivables and Payables, page 49

1. We note your disclosure that the decline in derivative receivables and payables
during 2004 was primarily due to your election, effective January 1, 2004, to
report the fair value of deri vative assets and liabilities net of cash received and
paid under legally enforceable master ne tting agreements. Please tell us whether
you received a preferability letter from  your independent accountants regarding
this change.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
September 19, 2006 Page 2

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Sharon J ohnson, Staff Accountant, at  (202) 551-3474 or me at
(202) 551-3490 if you have questions.

        S i n c e r e l y ,

                    D o n a l d  W a l k e r
         Senior Assistant Chief Accountant

August 18, 2006

Mail Stop 4561

Mr. Michael J. Cavanagh
Chief Financial Officer
JP Morgan Chase & Co.
270 Park Avenue
New York, NY 10017

RE: JPMorgan Chase & Co.
Form 10-K for the Fiscal Ye ar Ended December 31, 2005
Filed March 9, 2006
File No. 1-5805

Dear Mr. Cavanagh:

 We have completed our review of your Form 10-K and have no further comments
at this time.

        S i n c e r e l y ,

Joyce Sweeney
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
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RESPONSE LETTER

August 17, 2006

Ms. Joyce Sweeney, Accounting Branch Chief

Ms. Sharon M. Blume, Staff Accountant

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, 2005

Filed March 9, 2006

File No. 1-5805

Dear Ms. Sweeney and Ms. Blume:

     JPMorgan Chase & Co. (the “Company”) hereby submits this letter to respond to comments by the
Staff of the Securities and Exchange Commission contained in your letter dated July 19, 2006
addressed to Michael J. Cavanagh.

     To assist in your review of our responses, we have set forth below in full the comments
contained in the letter, together with our responses to such comments.

Form 10-K for Fiscal Year Ended December 31, 2005

Management’s Discussion and Analysis

Liquidity risk management. page 61

1. In future filings please explain why you had negative cash flows from operating and investing
activities for the periods ending December 31, 2005 and 2004. Provide us with your proposed future
disclosure.

This is to confirm that the Company will provide the requested disclosure in our Form 10-K
for the year ended December 31, 2006, which is the next filing in which the December 31,
2005 and 2004 periods will be disclosed.

Consolidated Financial Statements

Statements of Cash Flows, page 90

2. We have reviewed the supplemental information provided in response to comment one of our letter
dated May 23, 2006. As the impact of the net cash flows associated with loans you
originated/purchased with the intent to sell/securitize appears quantitatively and qualitatively
material to cash flows from operating and investing activities, please amend your December 31, 2005
10-K and applicable Forms 10-Q to restate your Statements of Cash Flows to present these cash flows
as operating activities. Please include a financial statement footnote describing and quantifying
the correction of an error.

On August 3, 2006, the Company filed a Form 10-K/A for the year ended December 31, 2005,
restating the Consolidated statements of cash flows for the annual periods 2005, 2004 and
2003 and a Form 10-Q/A for the quarter ended March 31, 2006 restating the Consolidated
statements of cash flows for each of the quarterly periods of 2005 and the first quarter of
2006.

3. We note your disclosure on page 108 regarding accounting policies for retained interests in
securitized loans. Please tell us how you classify cash flows related to retained interests in
securitized and wholesale loans and your basis for that treatment. In your response, please
distinguish between the retained interests classified as other assets, trading securities, and
available-for-sale securities. Describe how you separate the actual amount of cash flows from the
non-cash exchanges related to the retained interests for reporting on your Statements of Cash
Flows.

The cash flows related to retained interests in securitized loans are classified in the Company’s
Statements of Cash Flows as follows:

    •

    Retained interests reported in Trading assets are classified as operating activities

    •

    Retained interests reported in Available for sale securities are classified as
investing activities

    •

    Retained interests reported in Other assets are classified as operating activities

The initial recording of retained interests has no impact on the net cash (used in)/provided by
investing or operating activities in the Statements of Cash Flows.

Undivided interests in credit card securitizations represent the Firm’s interest in credit card
receivables that have been transferred to the securitization trust, but have not been securitized.
These interests are not represented by a security certificate but, rather, are classified as
Loans. Please refer to the Company’s response dated December 7, 2005 to the Staff of the
Commission for further information on how the Company accounts for its undivided interests in
credit card securitizations.

* * * *

     If you have any questions or request any further information, please do not hesitate to call
the undersigned at 212-270-7559 or Neila B. Radin at 212-270-0938.

Very truly yours,

/s/ Joseph L. Sclafani

Mail Stop 4561

         July 19, 2006

Mr. Michael J. Cavanagh
Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017

RE: JPMorgan Chase & Co.
Form 10-K for the Fiscal Ye ar Ended December 31, 2005
Filed March 9, 2006
File No. 1-5805

Dear Mr. Cavanagh:

We have reviewed your supplemental response letter dated July 13, 2006 and
have the following comments.

Form 10-K for Fiscal Year Ended December 31, 2005

Management’s Discussion and Analysis

Liquidity risk management, page 61
1. In future filings please explain why you had negative cash flows from operating
and investing activities for the pe riods ending December 31, 2005 and 2004.
Provide us with your proposed future disclosure.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
July 20, 2006 Page 2
Consolidated Financial Statements

Statements of Cash Flows, page 90
2. We have reviewed the supplemental information provided in response to
comment one of our letter dated May 23, 2006.  As the impact of the net cash flows associated with lo ans you originated/purchased  with the intent to
sell/securitize appears quantitatively and qua litatively material to cash flows from
operating and investing activities, pl ease amend your December 31, 2005 10-K
and applicable Forms 10-Q to restate your Statements of Cash Flows to present
these cash flows as operating activities.   Please include a financial statement
footnote describing and quantifying the correction of an error.
3. We note your disclosure on page 108 rega rding accounting policies for retained
interests in securitized  loans.  Please tell us how you classify cash flows related to
retained interests in secu ritized and wholesale loan s and your basis for that
treatment.  In your response, please distinguish between the retained interests
classified as other assets, trading securi ties, and available-for-sale securities.
Describe how you separate the actual amount of cash flows from the non-cash
exchanges related to the retained intere sts for reporting on your Statements of
Cash Flows.

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please file your response letter on EDGAR.  Please understand that we may have additional comm ents after reviewing your response to our
comments.

You may contact Sharon Bl ume, Staff Accountant, at  (202) 551-3474 or me at
(202) 551-3449 if you have questions.

        S i n c e r e l y ,

                    J o y c e  S w e e n e y
         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
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RESPONSE LETTER

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 1

July 13, 2006

Ms. Joyce Sweeney, Accounting Branch Chief

Ms. Sharon M. Blume, Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

Mail Stop 4561

    Re:

    JPMorgan Chase & Co.

    Form 10-K for the Fiscal Year Ended December 31, 2005

    Filed March 9, 2006

    File No. 1-5805

Dear Ms. Sweeney and Ms. Blume:

     JPMorgan Chase & Co. (the “Company”) hereby submits this letter to respond to comments by the
Staff of the Securities and Exchange Commission contained in your letter dated May 23, 2006
addressed to the undersigned.

     To assist in your review of our responses, we have set forth below in full the comments
contained in the letter, together with our responses to such comments.

     The Company hereby requests that the Securities and Exchange Commission afford confidential
treatment, pursuant to Rule 83, of the indicated portions of the response to Comment 1 of the
letter.

Form 10-K for Fiscal Year Ended December 31, 2005

Consolidated Financial Statements

     Statements of Cash Flows, page 90

1. We note in your response to comment one of our letter dated April 11, 2006 that you have
historically classified cash flows related to loan activities as investing activities, regardless
of whether a loan is classified as held-for-sale at inception or subsequent to origination.
Paragraph 9 of SFAS 102 requires that cash flows resulting from originations, acquisitions and
sales of loans should be classified as operating cash flows if those loans are acquired
specifically for resale. Please amend your December 31, 2005 10-K and

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 2

applicable Forms 10-Q to revise your Statements of Cash Flows to present as operating activities
the cash flows related to the origination/purchase and sales/securitization of loans for which you
had the intent to sell or securitize when the loan was originated or purchased. If you do not
believe this would result in a material change to your Statements of Cash Flows, please provide us
with a comprehensive analysis of the impact, including the applicable gross and net cash flows.

As requested by the Staff, JPMorgan Chase has prepared the accompanying analysis of its
gross and net cash flows for the years ended December, 31, 2005, 2004 and 2003, related to
the origination/purchase and sale/securitization of loans for which it had the intent to
sell or securitize when the loans were originated or purchased:

[redacted]

The above analysis shows that, while the Firm’s gross cash flows related to these activities
were large, the net cash flows that would have been reclassified from “investing” activities
to “operating” activities would have been [redacted]. For the reasons discussed below,
these net amounts, in management’s view, are not material to the Statements of Cash Flow as
a whole, either on a quantitative or qualitative basis.

Unlike misstatements affecting the income statement, where errors can be assessed in
relation to their effect on net income, it is more difficult to assess the quantitative
effect of cash flow reporting errors for a multi-line financial institution. Cash flows for
a multi-line financial institution, such as the Firm, can fluctuate widely from period to
period depending on the growth or contraction of the Firm’s balance sheet, and can shift
between operating and investing cash flows driven solely by normal day-to-day business
activities. These dynamics reduce the importance of reported cash
flow statement classification and, for this reason, changes in the
cash flow statement are generally not used by investors
or analysts to assess the operating performance of the Firm. While we understand this
information is central to the analysis by investors and analysts of manufacturing or service
organizations, management believes this difference is critical to an evaluation of
the materiality of cash flow classification in the Firm’s circumstances. Recognizing these limitations, management believes
that the most relevant quantitative measure for assessing the identified cash flow
reclassification is to note that such reclassification does not impact the aggregate net
cash inflow/outflow of the Firm and is immaterial in relation to the Firm’s stockholders’
equity and balance sheet.

Management has also reviewed qualitative factors, including those set out in SAB 99, to
assess the potential materiality of the reclassification and, based upon that review,
believes that these qualitative factors all indicate that the change in presentation would
not be material to users of the Firm’s financial information. In summary, the net amounts
that would be reclassified from investing to operating activities do not mask a change in
earnings or other trends, do not affect the Firm’s segment
information (since they only involve financial information reported at the consolidated level), do
not conceal an unlawful transaction, have no effect on the
Firm’s regulatory capital or covenants for borrowed
money, and have no effect on management compensation. Further, the amounts to be

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 3

reclassified do not involve significant estimates or difficult measurements (the cash flows
that would be subject to reclassification were all originally included in investing
activities to be consistent with the balance sheet treatment where all loans, including
loans held for sale, are recorded) and, as noted above, management believes these amounts generally do
not affect analysts’ expectations regarding the Firm’s financial performance. Finally,
management believes that the Firm’s disclosures in the Statements of Cash Flows and in the
footnotes to the Firm’s financial statements related to loan purchases/originations and
sales/securitization provide investors and analysts with appropriate information to evaluate
the Firm’s performance.

Considering all of the above, in management’s view, the change in classification of loans
originated/purchased for resale and related sales/securitizations from investing to
operating is not material to the Firm’s Statements of Cash Flows or financial statements
taken as a whole. In management’s view, the reclassification of these amounts would not
significantly change a reader’s understanding of the cash used in or provided by the Firm’s
activities, particularly in light of the fact that the Firm has an unclassified balance
sheet, comprised almost totally of liquid financial assets aggregating $1.2 trillion.

We would also like to note that the current presentation is consistent with the presentation
of our peer competitors, thereby providing investors and analysts with consistent
information if they should choose to compare cash flow information. In assessing the Firm’s
disclosures, including the Statements of Cash Flows, management reviews each quarter the
disclosures contained in the Forms 10-K and Forms 10-Q of the Firm’s principal competitors.
We note that while mono-line financial services companies, such as mortgage banking
businesses, have generally reported cash flows from loans originated or purchased for resale
as operating activities, many of the Firm’s competitors that are global financial firms
engaged in commercial and/or investment banking activities continue to report cash flows
related to all loans as investing activities, consistent with the Firm’s presentation as of
December 31, 2005.

However, in reviewing paragraph 9 of SFAS 102, as requested by the Staff, JPMorgan Chase
will change its reporting of cash flows from loans specifically originated or purchased for
resale or securitization from investing to operating activities in its Statements of Cash
Flows, commencing with its Form 10-Q for the quarter ended June 30, 2006. In this
connection, it will also reclassify former periods presented in the Statements to conform to
the current presentation.

2. We have reviewed your response to comment three of our letter dated April 11, 2006. Regarding
cash flow hedges of short-term assets and liabilities that rollover or reprice, please tell us the
defined time period over which you typically forecast interest receipts and payments.

The interest receipts or payments designated as hedged in cash flow hedges of short-term
assets or liabilities that rollover or reprice are forecasted to occur over a ten-year
period. Based on the notional amounts of derivatives open at December 31, 2005, 87% of the
hedged rollovers and repricings are forecasted to occur within the first five years. The
remaining 13% are forecasted to occur ratably over the following five years.

    Very truly yours,

    /s/ Michael J. Cavanagh

    Chief Financial Officer

Mail Stop 4561

         May 23, 2006

Mr. Michael J. Cavanagh
Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017

RE: JPMorgan Chase & Co.
Form 10-K for the Fiscal Ye ar Ended December 31, 2005
Filed March 9, 2006
File No. 1-5805

Dear Mr. Cavanagh:

We have reviewed your supplemental re sponse letter dated May 4, 2006 and have
the following comments.

Form 10-K for Fiscal Year Ended December 31, 2005

Consolidated Financial Statements

Statements of Cash Flows, page 90
1. We note in your response to comment one  of our letter dated April 11, 2006 that
you have historically classified cash flows related to loan activities as investing
activities, regardless of whether a loan is classified as held-for-sale at inception or
subsequent to origination.  Paragrap h 9 of SFAS 102 requires that cash flows
resulting from originations, acquisitions a nd sales of loans should be classified as
operating cash flows if those loans are acquired specifically for resale.  Please
amend your December 31, 2005 10-K and applicable Forms 10-Q to revise your Statements of Cash Flows to present as operating activities the cash flows related to the origination/purchase and sales/secu ritization of loans for which you had the
intent to sell or securitize when the lo an was originated or purchased.  If you do
not believe this would result in a material change to your Statements of Cash Flows, please provide us with a comprehensive analysis of the impact, including the applicable gross and net cash flows.

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
May 23, 2006 Page 2
Note 26 – Accounting for derivative inst ruments and hedging ac tivities, page 123
2. We have reviewed your response to comment three of our letter dated April 11, 2006.  Regarding cash flow hedges of short-term assets and liabilities that rollover or reprice, please tell us the defined ti me period over which you typically forecast
interest receipts and payments.

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please file your response letter on EDGAR.  Please understand that we may have additional comm ents after reviewing your response to our
comments.

You may contact Sharon Bl ume, Staff Accountant, at  (202) 551-3474 or me at
(202) 551-3449 if you have questions.

        S i n c e r e l y ,

                    J o y c e  S w e e n e y
         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

CORRESP

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 1

May 4, 2006

Ms. Joyce Sweeney, Accounting Branch Chief

Ms. Sharon M. Blume, Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

Mail Stop 4561

         Re:

    JPMorgan Chase & Co.

Form 10-K for the Fiscal Year Ended December 31, 2005

Filed March 9, 2006

File No. 1-5805

Dear Ms. Sweeney and Ms. Blume:

     JPMorgan Chase & Co. (the “Company”) hereby submits this letter to respond to comments by the
Staff of the Securities and Exchange Commission contained in your letter dated April 11, 2006
addressed to the undersigned.

     To assist in your review of our responses, we have set forth below in full the comments
contained in the letter, together with our responses to such comments.

     The Company hereby requests that the Securities and Exchange Commission afford confidential
treatment, pursuant to Rule 83, of the indicated portions of responses to Comments 1 and 3 of the
letter.

Form 10-K for Fiscal Year Ended December 31, 2005

Consolidated Financial Statements

Statements of Cash Flows, page 90

    1.

    We note that you report cash flows from sales and securitizations of loans as investing
activities. Please tell us how you determined that these cash flows should be reported as
investing, rather than operating activities. Describe the nature of the loans sold and
securitized and when you make that determination to classify loans
as held-for-sale, specifically at or subsequent to origination. Refer to paragraph 9 of
SFAS 102.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 2

    Loans that are originated or purchased by the Firm and that management has the intent and
ability to hold for the foreseeable future are classified in the accrual loan portfolio and
are reported at the principal outstanding, net of the allowance for loan losses, unearned
income and any net deferred loan fees. Loans that are either originated or purchased by the
Firm and that management intends to sell or to securitize are classified as held-for-sale
and are carried at the lower of cost or fair value, with valuation changes recorded in
noninterest revenue.

    A loan may be transferred from the accrual portfolio to the held-for-sale portfolio due to
changes in the composition of the loan portfolio, changes in the current market environment,
for capital optimization purposes, and in response to the Firm’s risk management strategy.
Prior to transfer, management demonstrates and documents its intent to sell or to securitize
the loan. Documentation may include confirmation of management’s intent to sell a loan, a
business purpose for selling the loan, or other relevant information regarding the loan sale
such as the amount of the loan to be sold and loan pricing.

    JPMorgan Chase securitizes and sells various consumer loans (such as consumer real estate,
credit card and automobile loans) as well as certain wholesale loans (primarily real estate)
originated by the Investment Bank (IB). All IB activity is collectively referred to below as
Wholesale activities.

    Consumer

    •

    Residential Mortgages

At the time the Firm originates or purchases residential mortgages it does so with
either the intent to securitize/sell the loans or to hold the loans. Approximately 20%
of the Firm’s portfolio of residential mortgages is purchased from third-party financial
institutions. Residential mortgages that are originated or purchased with the intent to
sell are classified as held-for-sale at origination or purchase date. Residential
mortgages originated or purchased by the Firm that the Firm intends to hold are recorded
in the accrual loan portfolio. The decision to sell the loan or hold the loan at
origination or purchase date is based on the mortgage type. Generally, fixed-rate
residential mortgages are originated or purchased with the intent to securitize/sell and
are classified as held-for-sale. Adjustable rate mortgages (ARMs) are originated or
purchased with the intent to hold the loans in the accrual portfolio.

    There may be circumstances in which the Firm decides to transfer residential mortgage
loans from the accrual portfolio to the held-for-sale portfolio. The decision to
transfer certain mortgage loans from the accrual portfolio to the held-for-sale
portfolio is based on the Firm’s risk management (e.g., to reduce market risk or
product type concentrations) and capital optimization strategies. The Firm executed

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 3

    one such transfer during 2005 due to the concentration of certain mortgage products in the
accrual portfolio. [Redacted]

    Total residential mortgages classified as held-for-sale were $13.7 billion at December
31, 2005.

    •

    Credit Card

The Firm originates credit card receivables with the intent to hold them in the Firm’s
accrual loan portfolio. After the origination of the account, depending upon account
performance and status, a decision is made whether to transfer the account and related
receivable into the securitization trust. If the account and related receivable are
transferred into the securitization trust, then the Firm’s Seller’s Interest in the
securitization trust, which is classified in Loans on the consolidated balance sheet,
increases by the amount of the related receivable balances transferred. The subsequent
decision to securitize credit card receivables from the Seller’s Interest is dependent
upon the Firm’s risk management strategies and liquidity requirements at that specific
time.

    •

    Auto

The Firm originates auto loans with the intent to hold them in the Firm’s accrual loan
portfolio. A decision to sell or to securitize auto loans is made after the origination
of the loans based on the Firm’s capital optimization, liquidity management, and risk
management strategies, as well as upon market opportunities at the specific time. Once
the decision is made to sell or to securitize the loans, they are transferred to the
held-for-sale portfolio.

    Auto Finance completed two auto securitizations in 2005. The first involved a transfer
of $2.8 billion of loans to the held-for-sale portfolio, representing approximately 6%
of the accrual portfolio at the time of transfer. The second involved a transfer of
$1.6 billion of loans to the held-for-sale portfolio, representing 4% of the accrual
portfolio at the time of transfer. There were no auto loans designated as held-for-sale
at December 31, 2005.

    •

    Education

The Firm originates education loans with the intent to sell the loans.

    [Redacted]

    Wholesale

    •

    Commercial and residential mortgages/CLO warehouses

The IB originates commercial mortgage loans with the intent to securitize or sell such
loans. The IB also purchases residential mortgage loans from the Firm’s mortgage

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 4

    company warehouse (Chase Home Finance’s held-for-sale portfolio) and from third parties
with the intent to securitize or sell them. Approximately [Redacted] of the residential
mortgages that are purchased by the IB are purchased from Chase Home Finance; the
balance is purchased from third-party financial institutions. Both commercial and
residential mortgages are classified as held-for-sale at origination/purchase date.
[Redacted]

    In addition to mortgage securitization activities, the IB also provides funding to loan
warehouses established to facilitate the creation of Collateralized Loan Obligations
(CLOs) by third parties. Pursuant to FASB Interpretation No. 46R, Consolidation of
Variable Interest Entities, the Firm consolidates on the balance sheet the underlying
loans purchased and held by the CLO warehouse; these loans are classified as
held-for-sale at their purchase date. [Redacted]

    •

    Excess positions in a loan syndication

Borrowers often request to borrow an amount greater than any one lender is willing to
lend. Therefore, it is common for a group of lenders to participate in a lending to a
borrower. The shared lending arrangement may be accomplished by syndication. When
JPMorgan Chase acts as a lead syndicator, it establishes a target hold position (i.e.,
the amount that JPMorgan Chase intends to hold in its accrual portfolio). Any amount of
the loan that JPMorgan Chase retains above its target hold is referred to as an “excess
position”. Excess positions are classified as held-for-sale at the syndication funding
date, and the Firm actively pursues assignment of these loans to another lender.

    [Redacted]

    •

    Commercial whole loan sales

As part of the Firm’s overall credit risk management strategy, the IB may sell
originated loans from its credit portfolio. Originated loans are transferred to the
held-for-sale category only when there is a formal plan to sell the loans in accordance
with the March 2001 Interagency Statement on Certain Loans Held for Sale. See page 41
of the Firm’s Annual Report on Form 10-K for the year ended December 31, 2005 (the
“Annual Report”) for more information regarding the credit risk management strategy of
the wholesale credit portfolio.

    [Redacted]

    •

    Purchased non-performing loans

As part of the IB’s proprietary activities, the Firm purchases wholesale nonperforming
loans with the intent to securitize or sell the loans after the loans have
been “worked-out” (e.g., restructured, emerged from bankruptcy, etc.). These loans are
classified as held-for-sale at the time of purchase.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 5

    Total nonperforming loans classified as held-for-sale were $0.3 billion at December 31,
2005.

    As noted by the Staff, the Firm has historically viewed its loan sales and loan
securitization activities as investing in its Statement of Cash Flows and classified its
loan activities, whether classified as held-for-sale at inception or subsequent to
origination or purchase of the loans, consistently. The Firm notes that as a banking
institution it does not have a classified balance sheet and records both accrual and
held-for-sale loans as Loans on the Consolidated balance sheet. Accordingly, the Firm has
used a consistent classification on its Statement of Cash Flows in order to present to the
reader management’s view of investing activities. The Firm believes its presentation
provides the reader with consistent and relevant information about cash receipts and cash
payments related to the Firm’s overall lending and investing activities.

    2.

    Please tell us the composition of the line item “All other financing activities, net”
for 2005.

    For 2005, the line item “All other financing activities, net” is primarily composed of net
cash flows from derivative transactions for which there was an other-than-insignificant
financing element present at the inception of the transactions. These items are reported as
financing cash flows in accordance with paragraph 37 of Statement 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities.

Note 26- Accounting for derivative instruments and hedging activities, page 123

    3.

    For each type of hedging relationship entered into during the periods presented, please
tell us how you determined that they met the criteria for hedge accounting pursuant to
paragraphs 20, 21, 28 and 29 of SFAS 133. Specifically address the following for each type
of hedging relationship:

    •

    the nature and terms of the hedged item or transaction;

    •

    the nature and terms of the derivative instruments;

    •

    the specific documented risk being hedged;

    •

    the type of SFAS 133 hedge (fair value, cash flow, etc.); and

    •

    the quantitative measures you use to assess effectiveness of each hedge both at
inception and on an ongoing basis.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 6

    The Corporate, Retail Financial Services and Investment Banking segments are the only
business segments within the Firm currently approved to apply hedge accounting under SFAS
133. The Firm’s hedge relationships are primarily limited to hedges of benchmark interest
rate risk and foreign currency risk. Libor (applicable to each currency — US Dollar Libor,
Euribor, etc) is the Firm’s consistent benchmark interest rate risk designation.

    The following section describes in further detail information about the application of hedge
accounting and the different hedge strategies currently employed by the Firm as of December
31, 2005 within those three business segments. Strategies with de minimus amounts of open
hedges as of that date are not discussed below.

    Corporate

The Chief Investment Office (CIO) within the Corporate segment is primarily responsible for
managing the structural interest rate and foreign currency risk of the Firm. The types of
hedge relationships within the Chief Investment Office are as follows (notional amounts are
as of December 31, 2005):

    [Redacted]

    4.

    Please tell us whether you use the short-cut method or matched terms for assuming no
ineffectiveness for any of your hedging relationships that qualify for hedge accounting
treatment under SFAS 133. If so, please tell us how you determine that the hedging
relationship meets each of the conditions in paragraph 68 or 65 of SFAS 133.

    As noted in the prior response, the Firm primarily uses the shortcut method for fair value
hedges of fixed-rate bullet-maturity long-term debt and certain fixed-rate bullet-maturity
resale agreements. The Firm does not use the shortcut method for cash flow hedges.

    In its use of the shortcut method for fair value hedges, the Firm ensures the following:

    •

    The notional amounts of interest rate swaps used as hedges match exactly the
principal amounts of the interest bearing assets or liabilities being hedged.

    •

    The fair value of the interest rate swaps used as hedges are equal to zero at the
inception of the hedge. The swaps do not include up-front cash payments or fees. If a
swap includes a mirror image call or put, the premium is paid or received in the
same manner in the swap as in the hedged item, either at inception or paid over the
life.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 7

    •

    The fixed rates are the same throughout the terms of the swaps, and the floating
rates are based on the same index and include the same constant credit spreads
throughout the terms of the swaps. The floating rate index used is Libor (applicable
to each currency).

    •

    The hedged items are generally not prepayable, as defined in paragraph 68.d. and DIG
Issue E-6. However, in certain circumstances, the hedged items may include a simple
embedded call or put. If so, this embedded option is mirrored in the interest rate
swap such that the terms of the two call options match— including maturity, strike
price, related notional amount, timing and frequency of payments, and dates on which
the instruments may be called.

    •

    The index on which the variable leg of the swap is based is the Libor rate
applicable to the currency of the hedge relationship, and therefore matches the
benchmark interest rate designated as the interest rate risk being hedged.

    •

    The Firm limits is usage of the shortcut method to the simplest of hedge
relationships, primarily fair value hedges of bullet maturity fixed-rate debt, and
certain fixed-rate bullet maturity resale agreements. These instruments may also
include a simple embedded call or put. The Firm does not apply the shortcut method to
hedged items or hedging instruments with terms that are not typical of those
instruments.

    •

    The expiration dates of the swaps exactly match the maturity dates of the respective
interest-bearing assets or liab

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

									April 11, 2006

Mr. Michael J. Cavanagh
Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017

      RE:	JPMorgan Chase & Co.
      Form 10-K for the Fiscal Year Ended December 31, 2005
      Filed March 9, 2006
      File No. 1-5805

Dear Mr. Cavanagh:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please provide a written response to
our
comments.  Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2005

Consolidated Financial Statements

Statements of Cash Flows, page 90
1. We note that you report cash flows from sales and
securitizations
of loans as investing activities.  Please tell us how you
determined
that these cash flows should be reported as investing, rather than
operating activities.  Describe the nature of the loans sold and
securitized and when you make the determination to classify the
loans
as held-for-sale, specifically, at or subsequent to origination.
Refer to paragraph 9 of SFAS 102.

2. Please tell us the composition of the line item "All other
financing activities, net" for 2005.

Note 26 - Accounting for derivative instruments and hedging
activities, page 123

3. For each type of hedging relationship entered into during the
periods presented, please tell us how you determined that they met
the criteria for hedge accounting pursuant to paragraphs 20, 21,
28
and 29 of SFAS 133.  Specifically address the following for each
type
of hedging relationship:

* the nature and terms of the hedged item or transaction;

* the nature and terms of the derivative instruments;

* the specific documented risk being hedged;

* the type of SFAS 133 hedge (fair value, cash flow, etc.); and

* the quantitative measures you use to assess effectiveness of
each
hedge both at inception and on an ongoing basis.

4. Please tell us whether you use the short-cut method or matched
terms for assuming no ineffectiveness for any of your hedging
relationships that qualify for hedge accounting treatment under
SFAS
133.  If so, please tell us how you determine that the hedging
relationship meets each of the conditions in paragraph 68 or 65 of
SFAS 133.

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Sharon Blume, Staff Accountant, at (202)
551-
3474 or me at (202) 551-3449 if you have questions.

								Sincerely,

						Joyce Sweeney
									Accounting Branch
Chief
Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
April 11, 2006
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      January 25, 2006

Mail Stop 4561

Mr. Michael J. Cavanagh
Chief Financial Officer
JP Morgan Chase & Co.
270 Park Avenue
New York, NY 10017

      RE:	JPMorgan Chase & Co.
      Form 10-K for the Fiscal Year Ended December 31, 2004
      Filed March 2, 2005
      File No. 1-5805

Dear Mr. Cavanagh:

	We have completed our review of your Form 10-K and have no
further comments at this time.

								Sincerely,

      Donald Walker
								Senior Assistant Chief
Accountant

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

LETTER TO THE S.E.C.

Confidential
Treatment

Requested by JPMorgan Chase & Co.

Page 1

January 19, 2006

Mr. Donald Walker

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

    Re:

    JPMorgan Chase & Co.

    Form 10-K for the Fiscal Year Ended December 31,2004

    Filed March 2, 2005

    File No.1-5805

Dear Mr. Walker:

     JPMorgan Chase & Co. (the “Company”) hereby submits this letter to respond to comments by the
Staff of the Securities and Exchange Commission contained in your letter dated December 28, 2005
addressed to the undersigned.

     To assist in your review of our responses, we have set forth below in full the comments
contained in the December 28th letter, together with our responses to such comments.

     The Company hereby requests that the Securities and Exchange Commission afford confidential
treatment, pursuant to Rule 83, of the entire response to comment 1 contained in the December 28,
2005 letter.

Form 10-K for Fiscal Year Ended December 31, 2004

Management’s Discussion and Analysis

Balance Sheet Analysis

Trading Assets and Liabilities — Derivative Receivables and Payables, page 49

1.  Please expand to complete your response to prior comment 4 of our letter dated November 18,
2004

[redacted]

Confidential
Treatment

Requested by JPMorgan Chase & Co.

Page 2

Audited Financial Statements

Notes to Consolidated Financial Statements

Note 29 — Fair Value of Financial Statements

Derivatives, page 122

2.  We have reviewed your response to prior comment 3 of our letter dated November 17, 2005. We
noted that your policy is to amortize deferred profit over the remaining maturities of the
derivative transactions. Please tell us the method or methods you use to amortize deferred profit
into income.

     The Firm’s primary method of amortization of deferred profit is straight-line amortization
over the life of the derivative transactions. Straight-line amortization is considered appropriate
because the Firm’s derivative transactions subject to EITF 02-03 in many cases involve the
realization of cash flows and the regular occurrence of predicted events, such as interest rate
resets, during the life of the contracts. Straight-line amortization thus reflects of the
decreasing risk of measurement error in the initial estimate of fair value.

     The Firm recognizes that straight-line amortization over the life of the derivative
transaction may not be appropriate under all circumstances or for all products. Such circumstances
are evaluated on a case by case basis, and represent a de minimus portion of the Firm’s activity.

3.  In future filings, please revise to disclose your amortization methods when deferred gains are
material to net income for the periods presented

     As requested, when deferred gains are material to net income for the period presented, the
Firm will provide in the relevant filing supplemental disclosure of the amortization method used to
recognize the deferred gains.

* * *

This is to acknowledge that:  (i) the Company is responsible for the adequacy and accuracy of
the disclosure in its filings; (ii) staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with respect to a filing; and (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Very truly yours,

/s/ Michael J. Cavanagh

Michael J. Cavanagh

Chief Financial Officer

2

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

									December 28, 2005

Mr. Michael J. Cavanagh
Chief Financial Officer
JP Morgan Chase & Co.
270 Park Avenue
New York, NY 10017

      RE:	JPMorgan Chase & Co.
      Form 10-K for Fiscal Year Ended December 31, 2004
      Filed March 2, 2005
      File No. 1-5805

Dear Mr. Cavanagh:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  After reviewing this information, we
may
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2004
Management`s Discussion and Analysis
Balance Sheet Analysis
Trading Assets and Liabilities - Derivative Receivables and
Payables,
page 49

1. Please expand to complete your response to prior comment 4 of
our
letter dated November 18, 2004

Audited Financial Statements
Notes to Consolidated Financial Statements
Note 29 - Fair Value of Financial Instruments
Derivatives, page 122
2. We have reviewed your response to prior comment 3 of our letter
dated November 17, 2005.  We note that your policy is to amortize
deferred profit over the remaining maturities of the derivative
transactions.  Please tell us the method or methods you use to
amortize deferred profit into income.
3. In future filings, please revise to disclose your amortization
methods when deferred gains are material to net income for the
periods presented.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a response letter that keys your responses to our
comments and provides any requested information.  Detailed letters
greatly facilitate our review.  Please file your response letter
on
EDGAR.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

      You may contact Sharon Johnson, Staff Accountant, at (202)
551-
3474 or me at (202) 551-3490 if you have questions.

								Sincerely,

						Donald Walker
									Senior Assistant
Chief
Accountant
??

??

??

??

Mr. Michael J. Cavanagh
JPMorgan Chase & Co.
December 28, 2005
Page 1

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

LETTER TO THE S.E.C.

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 1

December 7, 2005

Mr. Donald Walker

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

         Re:

    JPMorgan Chase & Co.

Form 10-K for the Fiscal Year Ended December 31, 2004

Filed March 2, 2005

File No. 1-5805

Dear Mr. Walker:

     JPMorgan Chase & Co. (the “Company”) hereby submits this letter to respond to comments by the
Staff of the Securities and Exchange Commission contained in your letters dated November 17, 2005
and November 18, 2005 addressed to the undersigned.

     To assist in your review of our responses, we have set forth below in full the comments
contained in the November 17th and November 18th letters, together with our
responses to such comments.

     The Company hereby requests that the Securities and Exchange Commission afford confidential
treatment, pursuant to Rule 83, of the indicated portions of the responses to comments 2 and 3 of
the November 17, 2005 letter and to the entire response to the comment contained in the November
18, 2005 letter.

I. Letter of November 17, 2005

Form 10-K for the Fiscal Year Ended December 31. 2004

Audited Financial Statements

Notes to Consolidated Financial Statements

Note 12 — Allowance for Credit Losses, page 103

    1.

    We note that you recorded a $1.4 billion adjustment to your provision for loan losses
during 2004 as a result of the decertification of heritage Bank One’s seller’s interest in
credit card securitizations. In order to allow us to gain a better understanding of why
these interests were decertificated, please provide us with the following information:

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 2

    •

    The specific facts and circumstances that caused the decertification of the seller’s
interest and how these facts and circumstances align with your business plan,

    •

    Any liquidity implications resulting from the decertification; and

    •

    Whether you have the ability to recertificate the decertificated interests.

     Heritage Bank One and heritage JPMorganChase & Co. (JPMC) had different accounting policies
and classifications related to their seller’s interest in credit card securitizations. Both
accounting treatments were appropriate under generally accepted accounting principles: heritage
JPMC accounted for the seller’s interest in credit card securitizations as Loans, while heritage
Bank One accounted for the seller’s interest in credit card securitizations as an
available-for-sale debt security. Upon the merger of heritage Bank One with heritage JPMC,
management conformed the heritage Bank One seller’s interest in credit card securitizations to the
heritage JPMC policy.

     Management based its decision on the following: (i) the Firm manages the credit risk related
to the seller’s interests using the same credit review process used to estimate and measure credit
risk for its overall credit card receivables portfolio, including those receivables that have been
originated or acquired and not transferred into the securitization trust; (ii) the Firm determined
that it should apply a consistent accounting policy to the Firm’s aggregate portfolio of seller’s
interests, as assets with similar risk characteristics should be accounted for similarly; and (iii)
heritage JPMC’s accounting for its uncertificated seller’s interest as Loans is consistent with
banking industry practice; thus accounting for the Firm’s aggregate portfolio of seller’s interests
as Loans would more readily enable credit risk comparisons with peer organizations.

     In order to conform the accounting practice for the Bank One seller’s interest in credit
card securitizations to the heritage JPMC accounting policy, the form of the seller’s interest was
changed from a certificated interest (i.e., a security) to a non-certificated interest (i.e., a
loan). The de-certification changed the legal form of the seller’s interest but did not impact the
rights of any party to the transaction. The de-certification did not have any liquidity
implications; there is no active market for seller’s interests, which are generally bought and sold
only as part of credit card portfolio acquisitions or business combinations.

     Although management does not plan to re-certificate the seller’s interest in the Firm’s credit
card securitizations, there is no provision in the governing documents related to such
securitizations that would prohibit their re-certification.

2

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 3

Note 25 — Commitments and Contingencies

Litigation reserve. page 118

    2.

    You state that you increased your litigation reserve by $3.7 billion during the second
quarter of 2004 in light of all information known at that date. So that we can understand
the basis for this increase, please provide us with the following additional information
for each significant event to which these reserves relate:

    •

    the specific information that became known that caused you to increase your
reserve during the second quarter of 2004, rather than another period; and

    •

    the date and amount of any settlements reached subsequent to June 30, 2004.

[redacted]

3

Confidential Treatment

Requested by JPMorgan Chase & Co.

Page 4

     The amount and date of announcement of settlements for the Heritage JPMC Material Litigations
were as follows:

    Announcement of

    Settlement

    Lawsuit

    Settlement

    Amount

    Worldcom class action

    March, 2005

    $2.0 billion

    Enron class action *

    June, 2005

    $2.2 billion

    Commercial Financial Services

    March, 2005

    $356 million

    *

    This settlement is subject to court approval and has not yet been paid.

     For the information of the staff, we note that, in connection with both the Worldcom and Enron
class action settlements, the Firm took additional litigation charges amounting to $900 million and
$1.9 billion, respectively. These charges were disclosed in the Firm’s Quarterly Reports on Form
10-Q for the quarter ended March 31, 2005 (pages 6, 72, and 81) and June 30, 2005 (pages 6, 84, and
95), respectively. As we disclosed in those filings, the charges were needed to cover the
unreserved costs of the settlements, and a portion of the $1.9 billion charge was used to add
further to the Firm’s litigation reserves. In addition, during late 2004 and 2005, settlements
were reached in various other lawsuits related to Worldcom and Enron, including a settlement in
August 2005 of a claim brought by the Enron trustee in the U.S. Bankruptcy Court. (This was
disclosed in the Firm’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, at
pages 84 and 96). The Firm continues to assess its litigation reserves and, as noted at Note 17 of
its Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, its litigation reserves
may be increased or decreased in the future to reflect further litigation developments.

Note 29 — Fair Value of Financial Instruments

Derivatives, page 122

    3.

    We note that you defer the initial trading profit for derivatives valued based on
models with significant unobservable market parameters until observable market data becomes
available. Please provide us with the following additional information:

    •

    Describe your accounting policy for recognition of trading losses at the inception
of these transactions and describe your policy for recognition of these losses
subsequent to inception. Describe the conditions for recognition; and

    •

    Separately quantify unrecognized trading gains and losses at the inception of the
transactions and recognized trading gains and losses subsequent to inception during
each period presented.

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     Recognition of estimated trading losses at the inception of a derivatives contract is not an
issue that typically arises, as it would be unusual for the Firm to enter into a derivative
transaction priced at an initial economic loss.

     The Firm’s accounting policy for recognizing trading losses at the inception of derivative
transactions with significant unobservable parameters is based on the guidance provided in
Statement of Financial Accounting Standards No. 5 (SFAS 5), Accounting for Contingencies, which
indicates that a loss that is both probable and estimable should be recognized immediately. The
Firm believes that its valuation models used to estimate the fair value for derivative transactions
provide a basis to make a reasonable estimate of the loss and that the control procedures and the
testing of the valuation models support the determination that the loss to be recorded is probable
of occurring in accordance with SFAS 5.

     The Firm recognizes that Emerging Issues Task Force Issue No. 02-03 (EITF 02-03), Issues
Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in
Energy Trading and Risk Management Activities, allows for an entity to defer an estimated loss at
the inception of a derivative transaction with significant unobservable parameters. However, it is
the Firm’s view that, with regard to recognition of trading losses, it is more appropriate to
follow the guidance in SFAS 5 as it is Level A guidance — as opposed to EITF 02-03, which is Level
C guidance.

     In contrast, with respect to recognizing estimated profits, the Firm’s policy is to apply EITF
02-03 and to amortize deferred profit over the remaining maturities of the derivative transaction.
The Firm believes its policy to amortize the deferred profits is appropriate for two reasons.
First, the risk of “mis-valuing” a transaction decreases as the period to maturity decreases:
thus, the recording of profit over the life of the derivative transaction—as parameters (i.e.,
reset dates) occur and cash flows are received—reflects the decrease in the “unobservability” in
the valuation. Second, amortizing the profit is consistent with the risk profile of the
transaction; in contrast, continuing to defer all of the initially estimated profit until maturity
of the underlying transaction does not reflect economic reality because at maturity the entity
would be recognizing all the profit when the risk of the transaction is zero.

[redacted]

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II. Letter dated November 18, 2005

Form 10-K for the Fiscal Year Ended December 31. 2004

Management’s Discussion and Analysis

Balance Sheet Analysis

Trading Assets and Liabilities- Derivative Receivables and Payables, page 49

    1.

    We note your disclosure that the decline in derivatives receivables and
payables during 2004 was primarily due to your election, effective January 1, 2004,
to report the fair value of derivative assets and liabilities net of cash received
and paid under legally enforceable master netting agreements. Please tell us
whether you received a preferability letter from your independent accountants
regarding this change.

[redacted]

    If you require additional information, please feel free to
contact the undersigned.

Very truly yours,

/s/ Michael J. Cavanagh

Michael J. Cavanagh

Chief Financial Officer

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