8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 31, 2008

JPMORGAN CHASE & CO.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-5805	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):

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

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

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

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

Item 7.01 Regulation FD Disclosure

On October 31, 2008, JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) announced the Chase Foreclosure Prevention Program. Information regarding this Program is included in the exhibits hereto.

The attached exhibits are being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that Section. Furthermore, the information contained in the exhibits shall not be deemed to be incorporated by reference into the filings of the Firm under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit Number	Description of Exhibit
99.1	JPMorgan Chase & Co. Press Release, dated October 31, 2008, regarding the Chase Foreclosure Prevention Program
99.2	Chase Foreclosure Prevention Program; Additional Information

The attached exhibits contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of JPMorgan Chase’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause JPMorgan Chase’s actual results to differ materially from those described in the forward-looking statements can be found in JPMorgan Chase’s Current Report on Form 8-K dated September 26, 2008, its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2008, and March 31, 2008, and its Annual Report on Form 10-K for the year ended December 31, 2007, each of which has been filed with the Securities and Exchange Commission and is available on JPMorgan Chase’s website (www.jpmchase.com) and on the Securities and Exchange Commission’s website (www.sec.gov). JPMorgan Chase does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

2

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
		Anthony J. Horan
		Corporate Secretary
Dated: November 4, 2008

3

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	JPMorgan Chase & Co. Press Release, dated October 31, 2008, regarding the Chase Foreclosure Prevention Program
99.2	Chase Foreclosure Prevention Program; Additional Information

4

EX-99.1

Exhibit 99.1

Chase further strengthens robust programs to keep families in homes

• Specific enhancements include:

• Proactive outreach to borrowers, offering them pre-qualified modification terms in writing

• New regional centers, more counselors and expanded loan alternatives

• New independent review process to head off unnecessary foreclosures

• No additional Chase-owned loans put into foreclosure process while enhancements implemented

NEW YORK, Oct. 31, 2008 - Chase today announced it is expanding its already significant mortgage modification program by undertaking multiple initiatives designed to keep more families in their homes, including extending its modification programs to WaMu and EMC customers.

Chase will open regional counseling centers, hire additional loan counselors, introduce new financing alternatives, proactively reach out to borrowers to offer pre-qualified modifications, and commence a new process to independently review each loan before moving it into the foreclosure process. Chase expects to implement these changes within the next 90 days.

While implementing these enhancements, Chase will not put any additional loans into the foreclosure process. This will give affected homeowners an opportunity to take advantage of the enhancements, and applies only to owner-occupied properties with mortgages owned by Chase, WaMu or EMC, or with investor approval.

Chase will continue to work diligently with investors to get their approval to apply these programs to the loans it services for others, so its efforts have the broadest possible impact. These programs are designed for homeowners who show a willingness to pay, so Chase, WaMu and EMC customers should continue to make mortgage payments to reflect their intent to honor their commitments.

“While Chase has helped many families already, we feel it is our responsibility to provide additional help to homeowners during these challenging times,” said Charlie Scharf, CEO of Retail Financial Services at Chase. “We will work with families who want to save their homes but are struggling to make their payments.”

The enhanced program is expected to help 400,000 families - with $70 billion in loans - in the next two years. Since early 2007, Chase, WaMu and EMC have helped about 250,000 families - with $40 billion in loans — avoid foreclosure, primarily by modifying their loans or payments. Both the existing and enhanced programs apply only to owner-occupied properties with mortgages owned by Chase, WaMu or EMC, or with investor approval.

Chase inherited pay-option ARMs when it acquired WaMu’s mortgage portfolio last month and EMC’s portfolio earlier this year as part of the Bear Stearns acquisition. After reviewing the alternatives that were being offered to customers, Chase decided to add more modification choices. All the offers will eliminate negative amortization and are expected to be more affordable for borrowers in the long term.

As a result of these enhancements for Chase, WaMu and EMC customers, Chase will:

• Systematically review its entire mortgage portfolio to determine proactively which homeowners are most likely to require help - and try to provide it before they are unable to make payments.

• Proactively reach out to homeowners to offer pre-qualified modifications such as interest-rate reductions and/or principal forbearance. The pre-qualified offers will streamline the modification process and help homeowners understand that Chase is offering a specific option to make their monthly payment more affordable.

• Establish 24 new regional counseling centers to provide face-to-face help in areas with high delinquency rates, building on the success of one- and two-day Hope Now reach-out days.

• Add 300 more loan counselors - bringing the total to more than 2,500 - so that delinquent homeowners can work with the same counselor throughout the process, improving follow-through and success rates. Chase will add more counselors as needed.

• Create a separate and independent review process within Chase to examine each mortgage before it is sent into the foreclosure process — in order to validate that each homeowner was offered appropriate modifications. Chase will staff the new function with about 150 people.

• Not add any more Chase-owned loans into its foreclosure process while enhancements are being implemented.

• Disclose and explain in plain and simple terms the refinancing or modification alternatives for each kind of loan. Chase also will use in-language communications, including local publications, to more effectively reach homeowners.

• Expand the range of financing alternatives offered to modify pay-option ARMs, including 30-year, fixed-rate loans with affordable payments, principal deferral and interest-only payments for 10 years. All the alternatives eliminate negative amortization.

• Offer a substantial discount on or donate 500 homes to community groups or through non-profit or government programs designed to stabilize communities.

• Use more flexible eligibility criteria on origination dates, loan-to-value ratios, rate floors and step-up features.

The enhancements reflect Chase’s commitment to continue to seek additional ways to help homeowners.

Chase acknowledges and appreciates the leadership of the U.S. Senate Banking and U.S. House Financial Services committees, the FDIC, a number of state attorneys general and community groups on this important issue, and the critical role they are playing in keeping families in their homes.

About Chase

Chase is the U.S. consumer and commercial banking business of JPMorgan Chase & Co. (NYSE: JPM), which operates more than 5,400 branches and 14,000 ATMs nationally under the Chase and WaMu brands. Chase has 157 million credit cards issued and serves consumers and small businesses through bank branches, ATMs and mortgage offices as well as through relationships with auto dealerships and schools and universities. It also serves more than 30,000 commercial banking clients, including corporations, municipalities, financial institutions and not-for-profit entities. More information about Chase is available at www.chase.com.

EX-99.2

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Exhibit 99.2

Chase already is helping families avoid foreclosure

Systematically modifying interest rates on subprime ARMs owned

by Chase

Participating in national projects, including Fast Track and Project

Lifeline

Piloting proactive refinance offers for borrowers; offers may have

Chase-paid costs, below market rates and/or principal deferment

Borrower

outreach

Proactive

modifications /

refinance

offers

Active borrower outreach targets all borrowers with adjustable-

rate mortgages (ARMs), including pay-option ARMs

Working one-on-one with homeowners to understand their unique

financial situations and develop viable, sustainable solutions

Working with Hope Now and other members of the industry to

increase borrower awareness of available resources

1

Chase announces new actions to help families stay in their homes

Systematically

review

the

entire

mortgage

portfolio

to

determine

proactively

which

homeowners

are

most

likely

to

require

help

–

and

try

to

provide

it

before

they

are

unable to make payments.

Proactively reach out to homeowners to offer pre-qualified modifications.

Establish 24 new regional counseling centers to provide face-to-face help.

Add 300 more loan counselors so that delinquent homeowners can work with the same

counselor throughout the process.  Will add more counselors as needed.

Create an independent process within Chase to review each mortgage before it is sent

into foreclosure --

to validate each borrower was offered appropriate modifications.

Not add any more Chase owned loans into the foreclosure process while implementing

enhancements. 

Disclose and explain in plain and simple terms the refinancing or modification

alternatives for each kind of loan, including using in-language communications.

Expand the range of alternatives offered to modify pay-option ARMs.

Offer discounts on or donate 500 homes to community groups or government programs.

Use more flexible eligibility criteria and modification terms.

2

Chase offers new alternatives for pay-option ARMs

Option 2: Principal

Forbearance /

Rate Modification

Option 1:

Refinance into

FHASecure /

Conventional

Option 3: Interest-

only Period

New 15-

or 30-

year

fully amortizing

mortgage

Requires reasonably

good payment

history

Borrowers in owned

portfolios may

qualify for lender-

paid closing costs

and / or principal

forbearance

Eliminate negative

amortization; fully

amortize over 30

years

Provide principal

forbearance to as

low as 95% loan-to-

value

Reduce rate to as

low as 2.0%-3.0% to

meet target ratio of

housing payment to

income of 31-40%

(capped at 50%)

Step rate up to

market in five years

Create trial period

Same as option 2,

but if required by

affordability test,

reduce payment to

ten-year interest-

only

Reduce rate to as

low as 3.5%

Option 4: Hope for

Homeowners (not

yet available)

Requires

elimination of

second lien and

principal write-

down to 90% loan-

to-value

More stringent

eligibility criteria

than other

modifications

More time-

consuming process

for borrower

3

Choices

for

pay-option

ARMs

modification

Chase offers alternatives for subprime hybrid ARMs

Option 2: Rate

Modification

Option 1:

Refinance into

FHASecure /

Conventional

Option 3: Rate

Reduction / Term

Extension

New 15-

or 30-

year

fully amortizing

mortgage

Requires reasonably

good payment

history

Borrowers in owned

portfolios may

qualify for lender-

paid closing costs

and / or principal

forbearance

For owned loans,

Chase unilaterally

locks in initial

interest rate for life

of loan

Similar program

executed for

investors at their

request

ASF Fast Track

program freezes

pre-reset rate for

five years for

securitized loans

Analysis completed

to determine

affordable payment

based on target

ratio of housing

payment to income

of 31-40% (capped

at 50%)

Rate set to meet

affordable payment

Can be combined

with term extension

Income subject to

verification

Option 4: Hope for

Homeowners (not

yet available)

Requires

elimination of

second lien and

principal write-

down to 90% loan-

to-value

More stringent

eligibility criteria

than other

modifications

More time-

consuming process

for borrower

4

Choices for subprime hybrid ARMs modification

Chase offers alternatives for subprime fixed rate loans

Option 2: Rate Reduction /

Term Extension

Option 1: Refinance Into

FHASecure / Conventional

New 15-

or 30-

year fully

amortizing mortgage

Requires reasonably good

payment history

Borrowers in owned

portfolios may qualify for

lender-paid closing costs

and / or principal

forbearance

Option 3: Hope for

Homeowners (not yet

available)

Requires elimination of

second lien and principal

write-down to 90% loan-to-

value

More stringent eligibility

criteria than other

modifications

More time-consuming

process for borrower

Analysis completed to

determine affordable

payment based on target

ratio of housing payment to

income of 31-40% (capped

at 50%)

Rate set to meet affordable

payment

Can be combined with term

extension

Income subject to

verification

5

Choices for subprime fixed rate modification

What a Chase loan modification might look like

ILLUSTRATIVE

6

Example proposed Chase-owned loan modifications

Subprime ARM

Pay Option ARM

Home value at origination

$200,000

$500,000

Current home value

$170,000

$425,000

Original loan amount

$160,000

$400,000

Current loan amount (including negative amortization)

$156,632

$460,000

Current interest rate / option ARM payment rate

7.00%

1.25%

Interest rate after reset

9.00%

5.75%

Current monthly payment

1

$1,064

$1,623

New payment

1

$1,279

$2,757

Payment amount increase ("shock")

$214

$1,134

Principal deferred by Chase

$0

$56,250

Principal amount that payment is calculated on

$156,632

$403,750

Modified rate

7.00%

5.00%

Modified payment

1

$1,064

$2,167

Payment savings

$214

$590

1

Interest and any principal only.  Subprime modification assumes no term extension and 2/1 Hybrid ARM.