N-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

Quarterly Schedule of Portfolio Holdings of

Registered Management Investment Company

Investment Company Act File Number: 811-4321

JPMorgan Value Opportunities Fund, Inc.

(Exact name of registrant as specified in charter)

1101 Vermont Avenue, NW

Washington, DC 20005

(Address of principal executive offices)

Jeffrey L. Steele

JPMorgan Value Opportunities Fund, Inc.

1101 Vermont Avenue, NW

Washington, DC 20005

(Name and address of agent for service)

Copies to:

Julian E. Markham, Esq.

Thompson, O'Donnell

1212 New York Avenue, Suite 1000, NW

Washington, DC 20005

(Counsel for the registrant)

Registrant's telephone number, including area code:   (202) 842-5665

Date of fiscal year end: June 30, 2008

Date of reporting period: March 31, 2008

ITEM    ITEM 1 – Schedule of Investments

JPMorgan Value Opportunities Fund
Schedule of Portfolio Investments
As of March 31, 2008 (Unaudited)
(Amounts in thousands)
	Shares	Security Description	Value ($)
Long-Term Investments -- 98.6%
Common Stocks -- 98.6%
Aerospace & Defense -- 1.3%
	278	Spirit Aerosystems Holdings, Inc., Class A (a)	6,155
	63	United Technologies Corp.	4,315
			10,470
Auto Components -- 0.9%
	109	Johnson Controls, Inc.	3,671
	163	TRW Automotive Holdings Corp. (a)	3,800
			7,471
Beverages -- 0.3%
	144	Constellation Brands, Inc., Class A (a)	2,552
Biotechnology -- 0.2%
	35	Amgen, Inc. (a)	1,466
Capital Markets -- 4.6%
	171	Lehman Brothers Holdings, Inc.	6,433
	146	Merrill Lynch & Co., Inc.	5,928
	227	Morgan Stanley	10,392
	832	TD AMERITRADE Holding Corp. (a)	13,733
			36,486
Chemicals -- 1.8%
	261	Rohm & Haas Co.	14,115
Commercial Banks -- 3.4%
	414	Huntington Bancshares, Inc.	4,447
	171	TCF Financial Corp.	3,072
	113	U.S. Bancorp	3,650
	127	Wachovia Corp.	3,426
	283	Wells Fargo & Co.	8,238
	94	Zions Bancorporation	4,264
			27,097
Communications Equipment -- 1.5%
	99	Cisco Systems, Inc. (a)	2,390
	254	Corning, Inc.	6,106
	394	Motorola, Inc.	3,667
			12,163
Computers & Peripherals -- 0.5%
	37	International Business Machines Corp.	4,203
Consumer Finance -- 0.8%
	130	Capital One Financial Corp.	6,394
Containers & Packaging -- 0.7%
	215	Pactiv Corp. (a)	5,635
Diversified Consumer Services -- 0.5%
	86	ITT Educational Services, Inc. (a)	3,945
Diversified Financial Services -- 6.5%
	783	Bank of America Corp.	29,681
	250	CIT Group, Inc.	2,960
	887	Citigroup, Inc.	18,995
			51,636
Diversified Telecommunication Services -- 5.2%
	112	AT&T, Inc.	4,286
	1,032	Verizon Communications, Inc.	37,623
			41,909
Electric Utilities -- 3.7%
	213	American Electric Power Co., Inc.	8,884
	201	Edison International	9,838
	82	FirstEnergy Corp.	5,606
	432	Sierra Pacific Resources	5,451
			29,779
Electronic Equipment & Instruments -- 1.4%
	144	Avnet, Inc. (a)	4,726
	179	Tyco Electronics Ltd. (Bermuda)	6,127
			10,853
Energy Equipment & Services -- 1.9%
	207	Halliburton Co.	8,134
	84	Schlumberger Ltd.	7,264
			15,398
Food & Staples Retailing -- 2.3%
	618	Safeway, Inc.	18,124
Food Products -- 1.9%
	106	General Mills, Inc.	6,318
	290	Kraft Foods, Inc.,	9,005
			15,323
Health Care Providers & Services -- 0.8%
	142	WellPoint, Inc. (a)	6,266
Hotels, Restaurants & Leisure -- 0.3%
	84	Royal Caribbean Cruises Ltd.	2,760
Household Products -- 3.1%
	349	Procter & Gamble Co.	24,461
Industrial Conglomerates -- 4.0%
	730	General Electric Co.	27,013
	110	Tyco International Ltd. (Bermuda)	4,860
			31,873
Insurance -- 6.8%
	72	Allstate Corp. (The)	3,470
	189	American International Group, Inc.	8,153
	34	Assurant, Inc.	2,075
	1,042	Genworth Financial, Inc.,	23,598
	104	Hartford Financial Services Group, Inc.	7,872
	43	Prudential Financial, Inc.	3,349
	127	Travelers Cos., Inc. (The)	6,072
			54,589
Machinery -- 3.0%
	32	Caterpillar, Inc.	2,482
	217	Dover Corp.	9,049
	60	Joy Global, Inc.	3,923
	218	Kennametal, Inc.	6,422
	54	PACCAR, Inc.	2,425
			24,301
Media -- 4.5%
	203	Comcast Corp., Class A	3,928
	515	News Corp., Class A	9,654
	144	R.H. Donnelley Corp. (a)	727
	263	Time Warner Cable, Inc., Class A (a)	6,580
	501	Time Warner, Inc.	7,019
	252	Walt Disney Co. (The)	7,892
			35,800
Metals & Mining -- 1.7%
	106	Alcoa, Inc.	3,826
	78	United States Steel Corp.	9,934
			13,760
Multi-Utilities -- 2.7%
	520	CMS Energy Corp.	7,037
	129	Consolidated Edison, Inc.	5,129
	113	SCANA Corp.	4,126
	282	Xcel Energy, Inc.	5,634
			21,926
Multiline Retail -- 0.5%
	99	Kohl's Corp. (a)	4,255
Oil, Gas & Consumable Fuels -- 13.7%
	277	Chevron Corp.	23,636
	170	ConocoPhillips	12,940
	528	Exxon Mobil Corp.	44,692
	30	Hess Corp.	2,654
	258	Marathon Oil Corp.	11,760
	60	Occidental Petroleum Corp.	4,354
	48	Sunoco, Inc.	2,498
	119	XTO Energy, Inc.	7,385
			109,919
Paper & Forest Products -- 1.4%
	1,620	Domtar Corp. (Canada) (a)	11,062
Pharmaceuticals -- 6.0%
	94	Abbott Laboratories	5,206
	178	Bristol-Myers Squibb Co.	3,785
	336	Merck & Co., Inc.	12,751
	511	Pfizer, Inc.	10,702
	593	Schering-Plough Corp.	8,538
	158	Wyeth	6,594
			47,576
Real Estate Investment Trusts (REITs) -- 1.2%
	22	Alexandria Real Estate Equities, Inc.	2,058
	122	Apartment Investment & Management Co.	4,367
	32	Public Storage	2,863
			9,288
Road & Rail -- 2.1%
	28	Burlington Northern Santa Fe Corp.	2,554
	218	Hertz Global Holdings, Inc. (a)	2,632
	221	Norfolk Southern Corp.	11,983
			17,169
Semiconductors & Semiconductor Equipment -- 0.5%
	165	Xilinx, Inc.	3,928
Software -- 0.7%
	330	Symantec Corp. (a)	5,485
Specialty Retail -- 0.5%
	175	Staples, Inc.	3,863
Thrifts & Mortgage Finance -- 4.4%
	122	Doral Financial Corp. (a)	2,466
	203	Fannie Mae	5,345
	802	Freddie Mac	20,312
	645	MGIC Investment Corp.	6,796
			34,919
Tobacco -- 1.3%
	144	Altria Group, Inc.	3,205
	144	Philip Morris International, Inc. (a)	7,304
			10,509
		Total Long-Term Investments
		(Cost $848,163)	788,728
Short-Term Investment -- 0.7%
Investment Company -- 0.7%
	5,957	JPMorgan Prime Money Market Fund,
		Institutional Class (b) (m)
		(Cost $5,957)	5,957
Total Investments -- 99.3%
(Cost $854,120)			794,685
Other Assets in Excess of Liabilities -- 0.7%			5,208
NET ASSETS -- 100.0%			$     799,893
Percentages indicated are based on net assets.
ABBREVIATIONS AND DEFINITIONS:
(a) Non-income producing security.
(b) Investment in affiliate. Money market fund registered under the Investment Company Act of 1940, as amended, and advised
by J.P. Morgan Investment Management Inc.
(m) All or a portion of this security is reserved for current or potential holdings of futures, swaps, options, TBAs, when-issued
securities, delayed delivery securities, and reverse repurchase agreements.
As of March 31, 2008 the gross unrealized appreciation (depreciation) of investments based on the aggregate cost
of investments for federal income tax purposes was as follows:
Aggregate gross unrealized appreciation			69,306
Aggregate gross unrealized depreciation			(128,741)
Net unrealized depreciation			$     (59,435)
Federal income tax cost of investments			$     854,120

For a description of the Fund's accounting policies, see Notes to Financial Statements included in the Fund's June 30, 2007 Annual Report.

ITEM 2 - Controls and Procedures

(a)   The Registrant’s Principal Executive Officer and Treasurer have concluded, based on their evaluation of the Registrant’s disclosure controls and procedures (as such term is defined in Rule 30a-3 under the Investment Company Act of 1940), that such controls and procedures are adequate and reasonably designed to achieve the purposes described in paragraph (c) of such rule.

(b)   There was no change in the Registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

ITEM 3 - Exhibits

 The certifications required by Rule 30a-2 of the Investment Company Act of 1940 and Section 302 of the Sarbanes-Oxley Act of 2002 are attached as exhibits hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

JPMorgan Value Opportunities Fund, Inc.

By

/s/ Jeffrey L. Steele, President and Principal Executive Officer

Date: May 28, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

  By

 /s/ Jeffrey L. Steele, President and Principal Executive Officer

Date: May 28, 2008

  By                                                                  

 /s/ Michael W. Stockton, Treasurer and Principal Financial Officer

Date: May 28, 2008

EX-99.CERT

CERTIFICATION

I, Jeffrey L. Steele, certify that:

1.      I have reviewed this report on Form N-Q of JPMorgan Value Opportunities Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which this report is filed;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 28, 2008

______________________________

          /s/ Jeffrey L. Steele, Preside nt and

Principal Executive Officer

JPMorgan Value OpportunitiesFund, Inc.

CERTIFICATION

I, Michael W. Stockton, certify that:

1.      I have reviewed this report on Form N-Q of JPMorgan Value Opportunities Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which this report is filed;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 28, 2008

______________________________

          /s/ Michael W. Stockton, Treasurer and

Principal Financial Officer

JPMorgan Value OpportunitiesFund, Inc.