JPMorgan Chase & Co. (JPM) 8-K Financial Statements and Exhibits

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): January 18, 2008
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 Lesser Index Annual Review Notes Linked to the S&P 500® Index and the Nikkei 225 Index due January 28, 2011
8.2	Tax Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes Linked to the S&P 500® Index due January 30, 2009
8.3	Tax Opinion of Davis Polk & Wardwell relating to 8.55% (equivalent to 17.10% per annum) Upside Auto Callable Reverse Exchangeable Notes due July 28, 2008 Linked to the Common Stock of Monsanto Company
8.4	Tax Opinion of Davis Polk & Wardwell relating to 8.00% per annum Reverse Exchangeable Notes due January 26, 2009 Linked to the Common Stock of Bank of America Corporation
8.5	Tax Opinion of Davis Polk & Wardwell relating to 5.2375% (equivalent to 20.95% per annum) Reverse Exchangeable Notes due April 25, 2008 Linked to the Common Stock of Wells Fargo & Company
8.6	Tax Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes Linked to the Performance of the Russell 2000® Index Relative to the Performance of the S&P 500® Index due February 26, 2009

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/ Neila B. Radin
	Name:	Neila B. Radin
	Title:	Senior Vice President

Dated:  January 23, 2008

3

EXHIBIT INDEX

Exhibit Number Description

8.1	Tax Opinion of Davis Polk & Wardwell relating to Lesser Index Annual Review Notes Linked to the S&P 500® Index and the Nikkei 225 Index due January 28, 2011
8.2	Tax Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes Linked to the S&P 500® Index due January 30, 2009
8.3	Tax Opinion of Davis Polk & Wardwell relating to 8.55% (equivalent to 17.10% per annum) Upside Auto Callable Reverse Exchangeable Notes due July 28, 2008 Linked to the Common Stock of Monsanto Company
8.4	Tax Opinion of Davis Polk & Wardwell relating to 8.00% per annum Reverse Exchangeable Notes due January 26, 2009 Linked to the Common Stock of Bank of America Corporation
8.5	Tax Opinion of Davis Polk & Wardwell relating to 5.2375% (equivalent to 20.95% per annum) Reverse Exchangeable Notes due April 25, 2008 Linked to the Common Stock of Wells Fargo & Company
8.6	Tax Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes Linked to the Performance of the Russell 2000® Index Relative to the Performance of the S&P 500® Index due February 26, 2009

4