8-K 1 dp02935_8k.htm

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): June 23, 2006

  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 Davis Polk & Wardwell relating to Semi Annual Review Notes Linked to the S&P 500® Index due July 8, 2009
  8.2 Tax Opinion of Davis Polk & Wardwell relating to Annual Review Notes Linked to the Nikkei 225 Index due July 8, 2009
  8.3 Tax Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes Linked to the S&P 500® Index due July 12, 2007
  8.4 Tax Opinion of Davis Polk & Wardwell relating to 10% Reverse Exchangeable Notes due June 28, 2007 Linked to the Common Stock of Caterpillar Inc.
  8.5 Tax Opinion of Davis Polk & Wardwell relating to 22% Reverse Exchangeable Notes due June 28, 2007 Linked to the Common Stock of Rambus, Inc.





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/ James C.P. Berry
 
  Name: James C.P. Berry
  Title: Assistant Corporate
Secretary

Dated: June 27, 2006

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EXHIBIT INDEX

Exhibit Number   Description

 
  8.1 Tax Opinion of Davis Polk & Wardwell relating to Semi Annual Review Notes Linked to the S&P 500® Index due July 8, 2009
  8.2 Tax Opinion of Davis Polk & Wardwell relating to Annual Review Notes Linked to the Nikkei 225 Index due July 8, 2009
  8.3 Tax Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes Linked to the S&P 500® Index due July 12, 2007
  8.4 Tax Opinion of Davis Polk & Wardwell relating to 10% Reverse Exchangeable Notes due June 28, 2007 Linked to the Common Stock of Caterpillar Inc.
  8.5 Tax Opinion of Davis Polk & Wardwell relating to 22% Reverse Exchangeable Notes due June 28, 2007 Linked to the Common Stock of Rambus, Inc.

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