Company Name: JPMorgan Chase & Co.
Public Availability Date: February 20, 2008

Document Sections:

INQUIRY LETTER
APPENDIX
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

February 20, 2008

Direct Dial (202) 955-8653
Client No. C 62344-00015
Fax No. (202) 530-9677

VIA HAND DELIVERY

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: Withdrawal of No-Action Letter Request Regarding the Shareholder Proposal of Thomas Strobhar Exchange Act of 1934Rule 14a-8

Dear Ladies and Gentlemen:

In a letter dated January 11, 2008 (the "No-Action Request"), we requested that the staff of the Division of Corporation Finance of the Securities and Exchange Commission concur that our client, JPMorgan Chase & Co. (the "Company"), could exclude from the proxy materials for its 2008 Annual Meeting of Shareholders a shareholder proposal and statements in support thereof (the "Proposal") received from Thomas Strobhar (the "Proponent").

Enclosed is a letter from the Proponent to the Company dated February 13, 2008, stating that the Proponent voluntarily withdraws the Proposal. See Exhibit A. In reliance on this letter, we hereby withdraw the No-Action Request relating to the Company's ability to exclude the Proposal pursuant to Rule 14a-8 of the Securities Exchange Act of 1934. If we can be of any further assistance in this matter, please do not hesitate to call me at (202) 955-8653 or Anthony J. Horan, the Company's Corporate Secretary, at (212) 270-7122.

Sincerely,

/s/

Amy L. Goodman

Enclosure

cc: Anthony J. Horan, JPMorgan Chase & Co.
Thomas Strobhar

[APPENDIX]

November 28, 2007

Mr. Anthony J. Horan
Secretary
JPMorgan Chase
270 Park Avenue
New York, New York 10017-2070

Dear Mr. Horan:

I am the current owner of 100 shares of JPMorgan Chase common stock. I have continuously held these shares for over one year, and intend to hold them through the time of next annual meeting. At that meeting, I will present the following resolution:

Whereas, charitable contributions should enhance the image of our company in the eyes of the public.

Whereas, making known the recipients of our company's charitable gifts to as many people as possible should promote the company's interests.

Resolved, it is requested that our company list the recipients of corporate charitable contributions of $5,000 or more on the company website.

Supporting Statement

The more people know of our support of philanthropic activity the better it is for our company. For example, if we should decide to give money to the American Cancer Society we might garner good will from the millions of people touched by cancer. Similarly, should we decide to give money to Planned Parenthood, the nations largest abortion performing organization, we might be expected to win sympathetic praise from many who support the choice of abortion. Possible contributions to organizations like the Human Rights Campaign, the Gay and Lesbian Alliance Against Defamation or other organizations that focus on the interests of people who choose to define themselves by their interest in homosexual sex, would likely engender positive feelings among potentially millions of people who enjoy engaging in sex with members of their own sex or simply those who support same sex marriage. If we gave money to the Boy Scouts of America we might expect the plaudits of potentially millions of their past members, even though they refuse to allow homosexuals to be scout leaders. Contributions to the American Heart Association or a myriad number of other worthwhile cultural and educational charities could be a source of ongoing public approval. Proper disclosure of charitable contributions would cost us little and should only serve to enhance our corporate image. For these reasons and others we urge your support for the above resolution.

Sincerely,

/s/

Thomas Strobhar

[INQUIRY LETTER]

January 11, 2008

Direct Dial (202) 955-8653
Client No. C 62344-00015
Fax No. (202) 530-9677

VIA HAND DELIVERY

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: Shareholder Proposal of Thomas Strobhar Exchange Act of 1934Rule 14a-8

Dear Ladies and Gentlemen:

This letter is to inform you that our client, JPMorgan Chase & Co. (the "Company"), intends to omit from its proxy statement and form of proxy for its 2008 Annual Meeting of Shareholders (collectively, the "2008 Proxy Materials") a shareholder proposal and statements in support thereof (the "Proposal") received from Thomas Strobhar (the "Proponent").

Pursuant to Rule 14a-8(j), we have:

enclosed herewith six (6) copies of this letter and its attachments;

filed this letter with the Securities and Exchange Commission (the "Commission") no later than eighty (80) calendar days before the Company intends to file its definitive 2008 Proxy Materials with the Commission; and

concurrently sent copies of this correspondence to the Proponent.

Rule 14a-8(k) provides that shareholder proponents are required to send companies a copy of any correspondence that the proponents elect to submit to the Commission or the staff of the Division of Corporation Finance (the "Staff"). Accordingly, we are taking this opportunity to inform the Proponent that if the Proponent elects to submit additional correspondence to the Commission or the Staff with respect to this Proposal, a copy of that correspondence should concurrently be furnished to the undersigned on behalf of the Company pursuant to Rule 14a-8(k).

THE PROPOSAL

The Proposal requests that the Company adopt a new policy of listing the recipients of corporate charitable contributions of $5,000 or more on the Company's website. A copy of the Proposal, as well as related correspondence with the Proponent, is attached to this letter as Exhibit A.

BASES FOR EXCLUSION

We hereby respectfully request that the Staff concur in our view that the Proposal may be excluded from the 2008 Proxy Materials pursuant to:

Rule 14a-8(b) and Rule 14a-8(f)(1) because the Proponent failed to substantiate his eligibility to submit the Proposal;

Rule 14a-8(i)(7) because the Proposal addresses matters related to the Company's ordinary business operations; and

Rule 14a-8(i)(4) because the Proposal is designed to result in a benefit to the Proponent or further a personal interest not shared by the other shareholders at large.

ANALYSIS

I. The Proposal May Be Excluded under Rule 14a-8(b) and Rule 14a-8(f)(1) Because the Proponent Failed to Establish the Requisite Eligibility to Submit the Proposal.

The Company may exclude the Proposal under Rule 14a-8(f)(1) because the Proponent did not substantiate eligibility to submit the Proposal under Rule 14a-8(b). Rule 14a-8(b)(1) provides, in part, that "[i]n order to be eligible to submit a proposal, [a shareholder] must have continuously held at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date [the shareholder] submit[s] the proposal."

A. Background.

The Proponent submitted the Proposal to the Company on November 28, 2007, and the Company received the Proposal on November 29, 2007. See Exhibit A. The Proponent included with the Proposal an account summary dated November 27, 2007, that indicated that he did not hold securities of at least $2,000 in market value for the year preceding his submission of the Proposal. The account statement showed an initial acquisition of 25 shares of the Company's stock on June 30, 2003, that had a market value of $1,058.75. The account statement also shows a second acquisition of 75 shares on October 29, 2007, that had a market value of $3,176.25. Furthermore, the Company has confirmed that the Proponent does not appear on the records of the Company's stock transfer agent as a shareholder of record. Since the Company was unable to verify the Proponent's eligibility to submit the Proposal from its records, the Company sought verification from the Proponent of his eligibility to submit the Proposal. Specifically, the Company sent a letter to the Proponent on November 29, 2007, which was within 14 calendar days of the Company's receipt of the Proposal, notifying the Proponent of the requirements of Rule 14a-8 and how the Proponent could cure the procedural deficiency; specifically, that a shareholder must satisfy the ownership requirements under Rule 14a-8(b) (the "Deficiency Notice"). A copy of the Deficiency Notice is attached hereto as Exhibit B. The Deficiency Notice requests that the Proponent provide proof of ownership that satisfies the requirements of Rule 14a-8 and provides further guidance regarding those requirements.

In a letter submitted on stationery from "Thomas Strobhar Financial" and signed by Martin Hummel, a registered representative with GA Repple & Company, dated December 4, 2007, the Proponent acknowledged receipt of the Deficiency Notice (the "Proponent's Response"). The Proponent's Response, a copy of which is attached hereto as Exhibit C, purports to substantiate his eligibility to submit the Proposal, by stating that "[the Proponent] has continuously owned 100 shares of the common stock of [the Company] since October of 2006." However, the Proponent's Response, as discussed below, fails to meet the ownership requirements of Rule 14a-8(b).

B. Exclusion under Rule 14a-8(b) and Rule 14a-8(f)(1) for Failure to Meet Minimum Ownership Requirements.

Rule 14a-8(f) provides that a company may exclude a shareholder proposal if the proponent fails to provide evidence of eligibility under Rule 14a-8, including the continuous ownership requirements of Rule 14a-8(b), provided that the company timely notifies the proponent of the problem and the proponent fails to correct the deficiency within the required time. The Company transmitted to the Proponent in a timely manner (within 14 days) the Deficiency Notice, which informed the Proponent of Rule 14a-8(b)'s ownership requirements. The Proponent's Response, dated December 4, 2007, however, fails to satisfy the requirements set out in Rule 14a-8(b).

Rule 14a-8(b) sets a minimum ownership requirement that provides, in part, that "[i]n order to be eligible to submit a proposal, [a shareholder] must have continuously held at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date [the shareholder] submit[s] the proposal." As noted above, the account summary that the Proponent included with his Proposal showed that he had acquired the Company's securities in two separate purchases on June 30, 2003, and October 29, 2007, and that the market value of the securities purchased in 2003 was only $1,058.75. Since the Proponent submitted the Proposal on November 28, 2007, the securities he purchased only one month before, in October of 2007, should not be considered in determining whether he meets Rule 14a-8(b)'s minimum ownership requirement, and the securities purchased on June 30, 2003, fall short of the $2,000 minimum. In addition, there were approximately 3.4 billion shares of the Company's common stock outstanding at all times during the one year period preceding the submission of the Proposal; thus, the 25 shares owned by the Proponent are far less than 1% of the Company's common stock. The letter from Thomas Strobhar Financial submitted as the Proponent's Response states that the Proponent has held 100 shares continuously since October of 2006. However, this is clearly in conflict with the account statement provided with the Proposal, since the letter does not indicate any purchases of the Company's securities in October of 2006. This conflict suggests that the documentation the Proponent has supplied to demonstrate his eligibility under Rule 14a-8(b) is unreliable. Due to the fact that the Proponent has not shown clear evidence that he has owned either $2,000 in market value, or 1%, of the Company's common stock for at least one year preceding his submission of the Proposal, we believe the Company may exclude the Proposal from the 2008 Proxy Materials pursuant to Rule 14a-8(f).

The Staff has on several occasions granted no-action relief when shareholders have failed to demonstrate that they have met the minimum ownership requirements of Rule 14a-8(b). See, e.g., AT&T Corp. (avail. Jan. 18, 2007) (concurring with the exclusion of a shareholder proposal and noting that "at the time the proponent submitted the proposal, she did not own for one year 1% or $2,000 in market value of the securities entitled to be voted at the meeting"); Calpine Corp. (avail. Feb. 1, 2005) (concurring with the exclusion of a shareholder proposal where the company was unable, with the information supplied by the proponent, to verify that the proponent had met the minimum ownership requirements of Rule 14a-8(b)); Seagate Technology (avail. Aug. 11, 2003) (concurring with the exclusion of a shareholder proposal where the shareholder owned less than the minimum ownership requirements of rule 14a-8(b)); Eagle Food Centers Inc. (avail. Mar. 14, 2003) (same).

C. Exclusion under Rule 14a-8(b) and Rule 14a-8(f)(1) for Failure to Provide Sufficient Proof of Beneficial Ownership.

Rule 14a-8(b) allows shareholder proponents to demonstrate their beneficial ownership of a company's securities by providing a written statement from the "record" holder of the securities verifying that, as of the date the proposal was submitted, the proponent had continuously held the requisite number of company shares for at least one year. With regard to the required form of showing documentary support for a proponent's beneficial ownership of a company's securities, Staff Legal Bulletin No. 14 (July 13, 2001) states that it "must be from the record holder of the shareholder's securities, which is usually a broker or bank" and that a written statement from an investment adviser is insufficient "unless the investment adviser is also the record holder."

In the Proponent's Response to the Deficiency Notice, the Proponent provided a letter from Martin Hummel at Thomas Strobhar Financial stating that he is "a registered representative with GA Repple & Company [("GA Repple")], the broker of record for the account of [the Proponent]" and that the Proponent has met the eligibility requirements of Rule 14a-8(b). Neither GA Repple nor Thomas Strobhar Financial is listed in the Company's records as a record holder of Company securities. In fact, the Financial Industry Regulatory Authority website indicates that GA Repple is an introducing broker that has an introducing arrangement with National Financial Services Corp. It is in its capacity as introducing broker that GA Repple provided the information regarding the Proponent's ownership of the Company's securities. Introducing brokers do not hold custody of securities, either directly or through an affiliate, and therefore, are not "record" holders as specified in Rule 14a-8(b)(2)(i). In the past year, the Staff has indicated, at least twice, that information from introducing brokers is not sufficient documentary evidence of ownership for purposes Rule 14a-8(b). In both MeadWestvaco Corp. (avail. Mar. 12, 2007) and The McGraw Hill Companies, Inc. (avail. Mar. 12, 2007), the Staff noted in its responses to the companies that, "while it appears that the proponent provided some indication that it owned the shares, it appears that it has not provided a statement from the record holder evidencing documentary support of continuous beneficial ownership...."

Moreover, the Staff frequently has found that documentary support from parties other than the record holder of a company's securities is insufficient to prove a proponent's beneficial ownership of such securities. In Clear Channel Communications (avail. Feb. 9, 2006), the proponent submitted a letter from Piper Jaffrey, a broker-dealer and investment adviser who was not a record owner of the company's securities. Clear Channel Communications argued in response that, as noted above, an investment adviser cannot verify ownership under rule 14a-8(b) unless it is also a record owner of the company's securities. The Staff concurred and noted in its response that while the proponent had "provided some indication that it owned shares," it had not "provided a statement from the record holder." The Staff came to the same conclusion regarding documentary support of ownership that was supplied from a financial services representative for an investment company that was not a record owner of the company's securities in AMR Corp. (avail. Mar. 15, 2004). Similarly, in General Motors Corp. (avail. Apr. 3, 2002), when a proponent submitted documentation from a financial consultant, the Staff granted no-action relief under Rule 14a-8(b) and stated that "the proponent appears to have failed to supply, within 14 days of receipt of General Motors's request, documentary support sufficiently evidencing that he satisfied the minimum ownership requirement for the one-year period required by rule 14a-8(b)." See also Pall Corp. (avail. Sept. 20, 2005) (concurring with the exclusion of a proposal under Rule 14a-8(b) where the proponent was not a record holder and failed to submit documentary proof of beneficial ownership from a record holder).

Thus, the Proponent has failed to provide the Company with satisfactory evidence of the requisite one-year continuous ownership of Company stock as of the date the Proposal was submitted to the Company, and, accordingly, the Proposal is excludable under Rule 14a-8(b) and Rule 14a-8(f)(1).

II. The Proposal May Be Excluded under Rule 14a-8(i)(7) Because It Addresses Matters Related to the Company's Ordinary Business Operations.

Under well-established precedent, we also believe that the Company may exclude the Proposal pursuant to Rule 14a-8(i)(7) because it "deals with a matter relating to the company's ordinary business operations." According to the Commission release accompanying the 1998 amendments to Rule 14a-8, the underlying policy of the ordinary business exclusion is "to confine the resolution of ordinary business problems to management and the board of directors, since it is impracticable for shareholders to decide how to solve such problems at an annual shareholders meeting." Exchange Act Release No. 40018 (May 21, 1998).

The Proposal implicates the Company's ordinary business operations by requesting the Company to "list the recipients of corporate charitable contributions of $5,000 or more on the company website." Although the Proposal appears facially neutral, the Proposal's supporting statement and other evidence make clear that the Proposal is targeting specific types of charitable organizations, particularly: (i) organizations that defend abortion rights, including Planned Parenthood; and (ii) organizations that promote homosexual rights, including the Human Rights Campaign and the Gay and Lesbian Alliance Against Defamation. The Company's decision whether and to whom to provide charitable support is precisely the sort of ordinary business operation contemplated by Rule 14a-8(i)(7).

Delaware General Corporation Law section 122(9) grants every corporation the specific power to "[m]ake donations for the public welfare or for charitable, scientific or educational purposes...." Delaware law, therefore, considers charitable contributions to be within the "ordinary business operations" of a corporation. Accordingly, decisions regarding the disclosure, timing, amount and recipients of such contributions are, as a matter of state law, ordinary business decisions of the Company.

In addition, the Staff consistently has concurred that shareholder proposals requesting a company to refrain from making contributions to specific types of organizations relate to a company's ordinary business operations and may be excluded from proxy materials pursuant to Rule 14a-8(i)(7). See, e.g., Pfizer Inc. (avail. Feb. 12, 2007) (concurring that a proposal by the same Proponent requiring the company to list all charitable contributions on its website was excludable under Rule 14a-8(i)(7) because its supporting statement indicated it related to "contributions to specific types of organizations"). In contrast, the Staff has determined that proposals that do not single out particular organizations or types of organizations are not excludable under Rule 14a-8(i)(7). See, e.g., Microsoft Corp. (avail. Aug. 11, 2003) (denying exclusion of a proposal recommending that the company refrain from making any charitable contributions). However, even where a charitable contributions proposal is facially neutral, the Staff has permitted its exclusion under Rule 14a-8(i)(7) if the statements made in support of the proposed resolution and other evidence indicate that the proposal, in fact, would serve as a shareholder referendum on donations to a particular charity or type of charity. For example, in Johnson & Johnson (avail. Feb. 12, 2007) and Pfizer Inc. (avail. Feb. 12, 2007), proposals substantially identical to the current Proposalthe former having been submitted by an organization with whom the Proponent is affiliated (see Exhibit D, p. 1) and the latter having been submitted by the Proponent himselfrequested that each company "implement a policy listing all charitable contributions on the company's website." Although the operative language in each proposal was facially neutral, the proposals' supporting statementsand, with respect to Johnson & Johnson, the proponent's supporting remarks made during the company's prior annual meetingreferenced abortion, same sex marriage, and/or Planned Parenthood, and the Staff accordingly concurred that the shareholder proposals were related to "contributions to specific types of organizations" and could therefore be excluded under Rule 14a-8(i)(7).

Similarly, in The Walt Disney Co. (Burnside) (avail. Nov. 10, 1997), a facially neutral proposal requested that the company "refrain from making any charitable contributions." However, the proposal's introductory clauses referred to the company making contributions to "groups that engage in controversial activities," and the supporting statement referenced gifts to groups supporting domestic partner benefits. Taken in context, these supporting statements made clear, as the Staff recognized, that the proposal was specifically "directed at contributions to groups advocating domestic partner health benefits." Accordingly, the Staff concurred that the proposal could be omitted from the company's proxy materials pursuant to Rule 14a-8(i)(7)'s predecessor, Rule 14a-8(c)(7), as it related to the company's ordinary business operations.

As these no-action letters evidence, the Staff historically has looked beyond a facially neutral shareholder proposal in order to determine whether the proposal is actually directed toward contributions to specific types of charitable organizations. When this is the case, the Staff has concurred that the proposals were excludable under Rule 14a-8(i)(7) as relating to ordinary business matters.

Like the proposals at issue in the precedent described above, the Proposal, although facially neutral, is directed to particular charitable contributions; namely, contributions to organizations that defend abortion rights and promote homosexual rights. Although the Proponent attempts to bolster the Proposal's apparent neutrality by alluding to the possible goodwill that could flow from corporate support of various charitable causes, it is nonetheless clear from the Proposal's supporting statement, the Proponent's comments at the Company's 2003 and 2006 Annual Meetings and other evidence, that the Proponent's focus is corporate support of abortion and homosexual rights organizations-specific types of charitable organizations.

For example, three of the supporting statement's five examples of potential corporate contribution recipients, amounting to more than half of the statement's content (i.e., 131 of 230 words), refer to abortion or homosexual rights. The Proposal's focus on such issues is unsurprising given the Proponent's various professional affiliations and years-long effort to end corporate support for organizations defending abortion rights and promoting homosexual rights through the use of shareholder resolutions. According to the Proponent's biography on his company's website (http://www.strobharfinancial.com), the Proponent was the "[a]uthor of the only pro-life shareholder resolutions to appear on corporate ballots from 1991 through 2007," authored the first shareholder resolution on domestic partner benefits and "has stood up to fight. .. by speaking at corporate meetings such as ... [the Company]." See Exhibit D (pp. 1-3)

The Proponent's website biography also indicates that he is the founder of, or is otherwise affiliated with, numerous organizations involved in the pro-life or anti-homosexual rights movement. See Exhibit D (p. 1). For example, the Proponent is the Founder of Citizen Action Now (http://www.citizenactionnow.com), a non-profit organization "created to challenge [Gay, Lesbian, Bisexual, and Transgendered] groups on all fronts." See Exhibit D (p. 1) and Exhibit E (p. 1). According to its website, Citizen Action Now specifically targets corporate support of such groups, noting that it has filed "shareholder resolutions confronting the homosexual agenda" at various corporations, all of which "were done at little expense, but designed to wreak havoc at corporations who openly support homosexual groups or policies." See Exhibit E (p. 1). In addition, the organization's website contains a "Boycott List" urging the boycott of various companiesincluding the Companythat Citizen Action Now believes support homosexual rights. See Exhibit E (p. 5). Finally, the organization's website describes its founderthe Proponentas having "honed his skills in the pro-life movement successfully fighting corporations which gave money to Planned Parenthood" and boasts that due to his efforts he has been referred to as "'a one man wrecking crew.'" See Exhibit E (p. 1).

The Proponent is also the Chairman of Life Decisions International ("LDI") (http://www.fightpp.com), a non-profit organization that "concentrates on exposing and opposing the agenda of Planned Parenthood...." See Exhibit D (p. 1) and Exhibit F (pp. 1, 6). LDI sponsors a variety of projects in support of its goals, including the "Corporate Funding Project," through which LDI seeks to convince corporations to end their support for Planned Parenthood and urges the boycott of corporations that do not. See Exhibit F (pp. 1, 3). Moreover, the Proponent is also the Founder of Pro Vita Advisors (http://www.provitaadvisors.com), "a non-profit organization dedicated to ... assist[ing] with shareholder resolutions against ... corporate contributions to Planned Parenthood." See Exhibit D (p. 1) and Exhibit G.

As his various affiliations make clear, the Proponent has led a years-long campaign against corporate support for organizations that defend abortion rights and promote homosexual rights. Although he continues to modify the content of his shareholder proposals in an effort to cloak their true focus in facially neutral language, the intent of such proposals remains unchanged. Over the past five years, the Proponent has been affiliated with two prior proposals to the Company, the first-like the current Proposaltargeting charitable contributions to Planned Parenthood (the "2003 Proposal") and the second seeking to deprive same-sex couples of corporate benefits (the "2006 Proposal").

In his statements in support of the 2003 Proposal made at the Company's 2003 Annual Meeting, the Proponent complained that the Company had sunk to a "new low by giving corporate dollars ... to the most controversial charity in this country, Planned Parenthood." See Exhibit H (p. 1). Similarly, statements made by the Proponent's representative in support of the 2006 Proposal at the Company's 2006 Annual Meeting referenced the "deplorable situation as regards homosexuality and also abortion that we are moving against" and described the Proponent's recent successes in convincing corporations to cease their financial support of Planned Parenthood "after about 10 years ... of effort." See Exhibit I (p. 1). Like the current Proposal, the operative language in both the 2003 and 2006 Proposals was facially neutral, yet the Proponent's true intent was apparent from his statements in support.

In sum, the Proposalalthough facially neutralis in fact directed at contributions to specific types of charitable organizationsthose defending abortion rights and promoting homosexual rightsthat the Proponent disfavors. Therefore, the Proposal is similar to the proposals at issue in the Pfizer, Johnson & Johnson and The Walt Disney Co. (Burnside) precedent discussed above, and, accordingly, is excludable pursuant to Rule 14a-8(i)(7).

III. The Proposal May Be Excluded under Rule 14a-8(i)(4) Because It Is Designed to Result in a Benefit to the Proponent or Further a Personal Interest Not Shared by the Other Shareholders at Large.

For many of the same reasons discussed in Section II above, we also believe that the Company may omit the Proposal from the 2008 Proxy Materials under Rule 14a-8(i)(4), which permits the exclusion of shareholder proposals that are "designed to result in a benefit to [the shareholder], or to further a personal interest, which is not shared by the other shareholders at large." The Commission has stated that Rule 14a-8(i)(4) is designed to "insure that the security holder proposal process [is] not abused by proponents attempting to achieve personal ends that are not necessarily in the common interest of the issuer's shareholders generally." Exchange Act Release No. 20091 (Aug. 16, 1983). As explained below, the Proposal "is an abuse of the security holder proposal process" because it is designed to further the Proponent's personal cause without producing any benefit for the Company's other shareholders. "The cost and time involved in dealing with [the Proposal is therefore] a disservice to the interests of the issuer and its security holders at large." Exchange Act Release No. 19135 (Oct. 14, 1982).

A. The Proponent Has a Long History of Active Involvement in the Pro-Life and Anti-Homosexual Rights Movements

The Proposal represents the latest in a series of actions that the Proponent has taken in his years-long crusade against organizations that defend abortion rights, including Planned Parenthood, and organizations that promote homosexual rights, including the Human Rights Campaign and the Gay and Lesbian Alliance Against Defamation. As discussed in detail in Section II above, in addition to submitting the current Proposal to the Company, the Proponent has: (1) previously presented numerous similar proposals, singling out corporate support of organizations defending abortion rights and promoting homosexual rights, to the Company and various other corporations; (2) made statements in support of similarly-focused proposals at the Company's 2003 and 2006 Annual Meetings, referring to the "deplorable situation as regards homosexuality and also abortion that [the Proponent is] moving against," voicing his opposition for corporate support for organizations defending abortion rights and promoting homosexual rights, and cataloguing his recent successes in convincing corporations to cease their financial support of Planned Parenthood; and (3) founded or otherwise affiliated himself with numerous organizations dedicated to the pro-life or anti-homosexual rights movements, including several organizations specifically dedicated to ending corporate support of organizations defending abortion rights and promoting homosexual rights through the shareholder resolution process and organized boycotts. These activities make clear that the Proposal is an attempt not to benefit the Company's shareholders at large, but rather an effort to further the Proponent's own personal interest in ending corporate support of organizations that defend abortion rights and promote homosexual rights.

B. The Proposal Is Designed to Further the Proponent's Personal Interest.

Rule 14a-8(i)(4) permits the exclusion of shareholder proposals that are designed to further the personal interest of a proponent where such interest is not shared with other shareholders at large. A proponent's particular objectives need not be apparent from a proposal's plain language in order to be excludable under Rule 14a-8(i)(4). Rather, proposals phrased in broad terms that "might relate to matters which may be of general interest to all security holders" may be omitted from proxy materials "if it is clear from the facts ... that the proponent is using the proposal as a tactic designed to ... further a personal interest." Exchange Act Release No. 19135 (Oct. 14, 1982).

For example, in International Business Machines Corp. (avail. Jan. 31, 1994), a facially neutral proposal thatsimilar to the current Proposalwould have required the company to provide shareholders with a "complete list of all groups and parties that receive corporate donations" in excess of $5,000 in any one fiscal year was found to be excludable under Rule 14a-8(i)(4)'s predecessor, Rule 14a-8(c)(4), when submitted by a proponent who had been engaged in a year-long "campaign to stop the Company from making donations to two Hispanic self-help charities" he believed supported illegal immigration. Although the proposal made no mention whatsoever of these organizations, the proponent's true intent was clear from his correspondence with the company. Because of the proponent's true intentions in introducing the proposal, the company arguedand the Staff agreedthat any benefit from the proposal's passage would run to him, and the proposal could therefore be excluded from the proxy materials.

Similarly, in MGM Mirage (avail. Mar. 19, 2001), a facially neutral proposal that would have required the company to adopt a written policy regarding political contributions and furnish a list of any of its political contributions was found to be excludable under Rule 14a-8(i)(4) when submitted by a proponent who had filed a number of lawsuits against the company based on its decisions to deny the proponent credit at the company's casino and, subsequently, to bar the proponent from the company's casinos.

These precedents make clear that a facially neutral proposal may nonetheless be excludable under Rule 14a-8(i)(4) where the context, as discerned from the proponent's history with the company, public statements, and outside activities, makes clear that the proponent's true intent is to advance a personal interest not shared by all shareholders. Like the shareholder proposals at issue in IBM Corp. and MGM Mirage, and as set forth in Section II above, the Proponent's true intent in submitting the Proposalto pressure the Company to cease its financial support of organizations that defend abortion rights and promote homosexual rightsis apparent from his activities over the past several years, his affiliation with numerous organizations in the pro-life and anti-homosexual rights movements, and his statements at various company meetings (including the Company's 2003 and 2006 Annual Meetings) in support of prior similarly focused proposals.

For example, as described in Section II above, ending corporate support for organizations that promote homosexual rights is an express goal of the Proponent's organization, Citizen Action Now, as evidenced by its website, which states that the organization has submitted "shareholder resolutions confronting the homosexual agenda" at various corporations, all of which were "designed to wreak havoc at corporations who openly support homosexual groups or policies." See Exhibit E (p. 1). Similarly, two other organizations with which the Proponent is closely affiliatedLDI and Pro Vita Advisorsare respectively dedicated to "exposing and opposing the agenda of Planned Parenthood," see Exhibit F (p. 1), and "assist[ing] with shareholder resolutions against ... corporate contributions to Planned Parenthood," see Exhibit G. The Proponent's crusade against such organizations is apparent from his submission of numerous shareholder proposals seeking to end corporate support of the causes he opposes. As the biography on his website boasts, the Proponent was the "[a]uthor of the only pro-life shareholder resolutions to appear on corporate ballots from 1991 through 2007," authored the first shareholder resolution on domestic partner benefits and "has stood up to fight ... by speaking at corporate meetings such as ... [the Company]." See Exhibit D (pp. 1-3).

Finally, the Proponent's clear intent and narrow focus in making the current Proposal also distinguishes it from a proposal submitted to the Company last year. In JPMorgan Chase & Co. (avail. Mar. 6, 2007), the Staff declined to concur that a proposal requesting the Company to report "initiatives instituted by management to address the Company's alleged links to slavery" could be excluded under Rule 14a-8(i)(4) despite the Company's contention that the proposal was "merely one element of a campaign undertaken by the Proponent against the Company and three other commercial banks with respect to its anti-slave reparation agenda." Rule 14a-8(i)(4) is not intended to permit exclusion of a shareholder proposal solely because it relates to an issue in which the proponent is "personally committed or intellectually and emotionally interested." Exchange Act Release No. 20091 (Aug. 16, 1983). Although the proposal at issue in JPMorgan Chase clearly related to an issue of personal interest to the proponent, it just as clearly raised an issue of interest to shareholders generally: the Company's "possible legal liability" due to its policies. Because it raised issues of general interest, the proposal could not be excluded under Rule 14a-8(i)(4).

In contrast, the current Proposal does not allege that the Company's charitable contributions policy exposes the Company to liability or other financial harm. Rather, the Proposal merely contends that a charitable contributions reporting requirement would "mak[e] known the recipients of [the Company's] charitable gifts to as many people as possible [and] should promote [the Company's] interests." Despite this apparently neutral purpose, as discussed in Section II, the Proposal's supporting statement overwhelmingly focuses on the Company's support of organizations defending abortion rights and promoting homosexual rights. Insofar as the Proposal takes issue only with the recipients of the Company's charitable support, and not the charitable support itself, it can be distinguished from the proposal in JPMorgan Chase, which expressly alleged that the company's activities created potential liabilitya concern presumably shared by all shareholders. Raising no similar issue of general interest, the current Proposal is more similar to those proposals deemed excludable in MGM Mirage and IBM Corp. than it is to the proposal in JPMorgan Chase.

In sum, for the past several years, the Proponent has made clear its goal of pressuring companies into ending their support of organizations that defend abortion rights and promote homosexual rights through his activities in a variety of organizations and the submission of numerous shareholder proposals. As there is nothing to indicate that the Company's other shareholders share the Proponent's single-minded opposition to such organizations or causes, the Proposal simply represents the Proponent's latest attempt to further his personal interest and achieve his goal of ending corporate sponsorship of organizations that defend abortion rights and promote homosexual rightsan interest particular to the Proponent. Because the Proposal "attempt[s] to achieve personal ends that are not necessarily in the common interest of [the Company's] shareholders generally," it may be excluded under Rule 14a-8(i)(4). Exchange Act Release No. 20091 (Aug. 16, 1983).

CONCLUSION

Based upon the foregoing analysis, we respectfully request that the Staff concur that it will take no action if the Company excludes the Proposal from its 2008 Proxy Materials. We would be happy to provide you with any additional information and answer any questions that you may have regarding this subject. Moreover, the Company agrees to promptly forward to the Proponent any response from the Staff to this no-action request that the Staff transmits by facsimile to the Company only.

If we can be of any further assistance in this matter, please do not hesitate to call me at (202) 955-8653 or Anthony J. Horan, the Company's Corporate Secretary, at (212) 270-7122.

Sincerely,

/s/

Amy L. Goodman

ALG/pah/bmg

Enclosures

cc: Anthony J. Horan, JPMorgan Chase & Co.
Thomas Strobhar

[STAFF REPLY LETTER]

February 20, 2008

Amy L. Goodman
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5306

Re: JPMorgan Chase & Co.

Dear Ms. Goodman:

This is in regard to your letter dated February 20, 2008 concerning the shareholder proposal submitted by Thomas Strobhar for inclusion in JPMorgan Chase's proxy materials for its upcoming annual meeting of security holders. Your letter indicates that the proponent has withdrawn the proposal, and that JPMorgan Chase therefore withdraws its January 11, 2008 request for a no-action letter from the Division. Because the matter is now moot, we will have no further comment.

Sincerely,

/s/

Gregory Belliston
Special Counsel

cc: Thomas Strobhar
2121 Upper Bellbrook Road
Xenia, OH 45385