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): March 10, 2008 |
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| JPMORGAN CHASE & CO. |
(Exact Name of Registrant as Specified in Charter) |
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| | DELAWARE | |
| | (State or Other Jurisdiction of Incorporation) | |
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| 001-05805 | | 13-2624428 |
| (Commission File Number) | | (IRS Employer Identification No.) |
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270 Park Avenue, New York, NY | | 10017 |
| (Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s telephone number, including area code: (212) 270-6000 |
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| ___________________________ |
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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) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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 9.00% (equivalent to 18.00% per annum) Reverse Exchangeable Notes due September 12, 2008 Linked to the Least Performing Common Stock of General Electric Company, Microsoft Corporation, Johnson & Johnson, The Procter & Gamble Company and Wachovia Corporation |
| 8.2 | Tax Opinion of Davis Polk & Wardwell relating to SemiAnnual Review Notes Linked to the S&P 500® Financials Index due March 19, 2010 |
| 8.3 | Tax Opinion of Davis Polk & Wardwell relating to 98% Principal Protected Notes Linked to the Performance of an Equally Weighted Basket of Four Currencies Relative to the U.S. Dollar due March 11, 2009 |
| 8.4 | Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes Linked to the iShares® MSCI Emerging Markets Index Fund |
| 8.5 | Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes Linked to the iShares® MSCI Brazil Index Fund |
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) | |
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| | By: | /s/ Neila B. Radin | |
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| | | Name: | Neila B. Radin | |
| | | Title: | Senior Vice President | |
Dated: March 12, 2008
EXHIBIT INDEX
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| 8.1 | Tax Opinion of Davis Polk & Wardwell relating to 9.00% (equivalent to 18.00% per annum) Reverse Exchangeable Notes due September 12, 2008 Linked to the Least Performing Common Stock of General Electric Company, Microsoft Corporation, Johnson & Johnson, The Procter & Gamble Company and Wachovia Corporation |
| 8.2 | Tax Opinion of Davis Polk & Wardwell relating to SemiAnnual Review Notes Linked to the S&P 500® Financials Index due March 19, 2010 |
| 8.3 | Tax Opinion of Davis Polk & Wardwell relating to 98% Principal Protected Notes Linked to the Performance of an Equally Weighted Basket of Four Currencies Relative to the U.S. Dollar due March 11, 2009 |
| 8.4 | Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes Linked to the iShares® MSCI Emerging Markets Index Fund |
| 8.5 | Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes Linked to the iShares® MSCI Brazil Index Fund |
