U.S. Securities & Exchange Commission
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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 14a-8

February 11, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance


JPMorgan Chase & Co.
Incoming letter dated January 10, 2008

The proposal amends the bylaws to require that JPMorgan Chase include in its proxy materials the name, along with certain disclosures and statements, of any person nominated for election to the board by a stockholder who has beneficially owned 3% or more of JPMorgan Chase's outstanding common stock for at least two years.

There appears to be some basis for your view that JPMorgan Chase may exclude the proposal under rule 14a-8(i)(8). Accordingly, we will not recommend enforcement action to the Commission if JPMorgan Chase omits the proposal from its proxy materials in reliance on rule 14a-8(i)(8).


John R. Fieldsend

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 02/11/2008