UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 14, 2008

JPMORGAN CHASE & CO.

(Exact Name of Registrant

as Specified in Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

001-05805	13-2624428
(Commission File Number)	(IRS Employer Identification No.)
270 Park Avenue, New York, NY	10017
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 270-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 The following Exhibits are incorporated by reference into the Registration Statement on Form S-3ASR (333-130051) of JPMorgan Chase & Co. (the “Registrant”) as exhibits thereto and are filed as part of this Current Report.

8.1 Tax Opinion of Sidley Austin llp relating to $1,062,000 Principal Protected Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index, the Dow Jones EURO STOXX 50® Index and the Nikkei 225 Index due August 20, 2012

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JPMORGAN CHASE & CO. (Registrant)
By:	/s/ Neila B. Radin
	Name: Neila B. Radin
	Title: Senior Vice President

Dated: August 18, 2008

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EXHIBIT INDEX

Exhibit Number	Description
8.1	Tax Opinion of Sidley Austin llp relating to $1,062,000 Principal Protected Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index, the Dow Jones EURO STOXX 50® Index and the Nikkei 225 Index due August 20, 2012

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