March 17, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented and the extraordinary circumstances surrounding the execution of the Merger Agreement between JPMorgan and Bear Stearns, the Division's views are as follows. Capitalized terms have the same meanings defined in your letter.

The Division will not recommend enforcement action to the Commission if, without registration under Section 5 of the Securities Act or compliance with Rule 144 thereunder, (1) JPMorgan Chase and its Advisory Affiliates sell Securities issued by Bear Stearns and its affiliates that were held in client accounts prior to the time of execution of the Merger Agreement, and (2) Bear Stearns and its Advisory Affiliates sell Securities issued by JPMorgan Chase and its affiliates that were held in client accounts prior to the time of execution of the Merger Agreement. This no-action relief is: (1) available only for a period of up to 15 business days following the execution of the Merger Agreement; (2) limited to Securities that were otherwise freely transferable without registration prior to the execution of the Merger Agreement; (3) limited to Securities that are not held for the account of a person that was an affiliate of the relevant issuer prior to the execution of the Merger Agreement; and (4) limited to sales of Securities which may be required to enable the Advisory Affiliates to satisfy their fiduciary obligations to their clients.

This position is based solely on the facts and representations described in your letter, as well as the exceptional circumstances surrounding the Merger Agreement. Any different facts, representations or circumstances might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not represent any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2008/jpmorgan031708-2a3.htm