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): October 24, 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,		10017
New York, NY
(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 21.0% Reverse Exchangeable Notes due October 30, 2007 Linked to the Least Performing Common Stock in the Dow Jones Industrial AverageSM (not including the common stock of JPMorgan Chase & Co.)
8.2	Tax Opinion of Davis Polk & Wardwell relating to 20.0% Bearish Reverse Exchangeable Notes due October 30, 2007 Linked to the Best Performing Common Stock of the following Homebuilding Stocks: Centex Corporation; D.R. Horton, Inc.; KB Home; Lennar Corporation; and Pulte Homes, Inc.
8.3	Tax Opinion of Davis Polk & Wardwell relating to Semi-Annual Review Notes Linked to the 10-Year Constant Maturity U.S. Treasury Rate due October 30, 2008

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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/ Anthony J. Horan
	Name:	Anthony J. Horan
	Title:	Corporate Secretary

Dated: October 26, 2006

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EXHIBIT INDEX

Exhibit Number Description

8.1	Tax Opinion of Davis Polk & Wardwell relating to 21.0% Reverse Exchangeable Notes due October 30, 2007 Linked to the Least Performing Common Stock in the Dow Jones Industrial AverageSM (not including the common stock of JPMorgan Chase & Co.)
8.2	Tax Opinion of Davis Polk & Wardwell relating to 20.0% Bearish Reverse Exchangeable Notes due October 30, 2007 Linked to the Best Performing Common Stock of the following Homebuilding Stocks: Centex Corporation; D.R. Horton, Inc.; KB Home; Lennar Corporation; and Pulte Homes, Inc.
8.3	Tax Opinion of Davis Polk & Wardwell relating to Semi-Annual Review Notes Linked to the 10-Year Constant Maturity U.S. Treasury Rate due October 30, 2008

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