Mail Stop 3561
      April 10, 2006

Via Fax and U.S. Mail

Mark I. Kleinman
Senior Vice President
JPMorgan Chase Bank, National Association
270 Park Avenue
New York, NY 10017

Re:	JPMorgan Chase Bank, National Association
	Amendment No. 1 to Registration Statement on Form S-3
	Filed March 28, 2006
	File No. 333-131760

Dear Mr. Kleinman,

      We have reviewed your responses to the comments in our
letter
dated March 8, 2006 and have the following additional comments.
Please note that all page references below correspond to the
marked
version of your filing.

Registration Statement on Form S-3

Prospectus Supplement

Cover Page
1. While we note your response to prior comment 7, it does not
appear
that you have revised your cover page to disclose that you may use
a
yield supplement account or yield supplement overcollateralization
amount.  Revise accordingly or advise.  See Item 1102(h) of
Regulation AB.

Base Prospectus
Credit and Other Enhancements, page 39
2. Please provide a legal analysis to support how repurchase or
put
obligations meet the requirements under Rule 3a-7 of the
Investment
Company Act.  Alternatively, please disclose whether the issuing
entity will be relying on Section 3(c)(5)(A) or (B).

3. The disclosure in the second to last bullet point of this
section
seems to indicate that the only derivatives you will use will be
interest rate agreements.  Please confirm.

Payments on the Securities, page 41
4. We reissue comment 12 of our letter dated March 8, 2006.
Please
confirm that any indices on which interest payments on the
securities
may be based will be indices that reflect payments of interest
based
on debt transactions and not based on a securities or commodities
index.


*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

	If you have any questions regarding these comments, you may
contact Susan Min at (202) 551-3727.  If you need further
assistance,
you may contact me at (202) 551-3454.

								Sincerely,


								Sara Kalin
								Branch Chief - Legal

cc:	Via Facsimile (212) 455-2502
	Ms. Laura Palma, Esq.
	Simpson Thacher & Bartlett LLP
	Telephone: (212) 455-2000

Mr. Mark Kleinman
JPMorgan Chase Bank
April 10, 2006
Page 1