Company Name: JPMorgan Chase & Co.
Public Availability Date: October 2, 2007

Document Sections:

INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

August 20, 2007

Via Electronic Mail

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

Re: Omission of Stockholder Proposal by JPMorgan Chase & Co. Pursuant to Rule 14a-8: John Jennings Crapo

Ladies and Gentlemen:

On behalf of JPMorgan Chase & Co. (the "Company"), a Delaware corporation, and pursuant to Rule 14a-8(j) promulgated under the Securities Exchange Act of 1934, as amended, I hereby notify the Securities and Exchange Commission (the "SEC") that the Company intends to omit from its notice of meeting, proxy statement and form of proxy (the "Proxy Materials") for its 2008 Annual Meeting of Stockholders a proposal and supporting statement submitted to the Company by John Jennings Crapo (the "Proponent"), by letter dated May 18, 2007, and received by the Company on May 23, 2007 (the "Proposal"). A copy of the Proposal and our Notification Letter below are attached hereto as Exhibits A and B respectively.

The Company intends to omit the proposal in its Proxy Materials pursuant to Rule 14a-8(d) and Rule 14a-8(f). Rule 14a-8(d) provides that a proposal and accompanying supporting statement together may not exceed 500 words. Pursuant to Rule 14a-8(f), the Company notified the Proponent in a letter sent via United States Postal Service Express Mail on June 1, 2007 (our "Notification Letter"), that his Proposal exceeded the 500-word limit and would be excluded from the Proxy Materials unless he corrected this deficiency with his response postmarked, or transmitted electronically, no later than 14 calendar days from the date he received our Notification Letter. The Company has not received a response from the Proponent.

Our 2008 Annual Meeting of Stockholders is scheduled to be held on May 20, 2008, and we currently intend to mail to stockholders definitive proxy materials for the meeting on or about March 31, 2008. Accordingly, this filing complies with Rule 14a-8(j)(1). I am the Secretary of the Company.

We are simultaneously providing the Proponent with a copy of this letter and notifying him of our intention to omit the Proposal from our Proxy Materials, in accordance with Rule 14a-8(j). A copy of this letter has been e-mailed to cfletters@sec.gov in compliance with the instructions found at the SEC's web site and in lieu of our providing six additional copies of this letter pursuant to Rule 14a-8(j)(2).

The Company respectfully requests the SEC to advise that it will not recommend enforcement action if the Proposal is omitted from our Proxy Materials due to the Proponent's failure to meet the eligibility requirement set forth in Rule 14a-8(d). Should the SEC not agree with our conclusions or require any additional information in support or clarification of our position, please contact me prior to issuing your response. Your consideration is appreciated.

Very truly yours,

/s/

Anthony J. Horan
Corporate Secretary

cc: Mr. John Jennings Crapo
P.O. Box 400151
Cambridge MA 02140-0002

[APPENDIX]

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[STAFF REPLY LETTER]

October 2, 2007

Response of the Office of Chief Counsel Division of Corporation Finance

Re: JPMorgan Chase & Co.

Incoming letter dated August 20, 2007

The proposal relates to the board providing a report.

There appears to be some basis for your view that JPMorgan Chase may exclude the proposal under rule 14a-8(f). We note in particular that the proposal appears to exceed the 500-word limitation imposed by rule 14a-8(d). Accordingly, we will not recommend enforcement action to the Commission if JPMorgan Chase omits the proposal from its proxy materials in reliance on rules 14a-8(d) and 14a-8(f).

Sincerely,

/s/

Tamara M. Brightwell
Special Counsel