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
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