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): May 20, 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 to8.90% (equivalent to 17.80% per annum) Reverse Exchangeable Notes due November 24, 2008 Linked to the Least Performing Common Stock of Bank of America Corporation, Energizer Holdings, Inc., General Motors Corporation and The Hershey Company
8.2	Tax Opinion of Davis Polk & Wardwell relating to 13.0% per annum Reverse Exchangeable Notes due May 22, 2009 Linked to the Least Performing Common Stock of American International Group, Inc. and Citigroup Inc.

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
	Name:	Anthony J. Horan
	Title:	Corporate Secretary

Dated: May 22, 2008

3

EXHIBIT INDEX

Exhibit Number	Description
8.1	Tax Opinion of Davis Polk & Wardwell relating to8.90% (equivalent to 17.80% per annum) Reverse Exchangeable Notes due November 24, 2008 Linked to the Least Performing Common Stock of Bank of America Corporation, Energizer Holdings, Inc., General Motors Corporation and The Hershey Company
8.2	Tax Opinion of Davis Polk & Wardwell relating to 13.0% per annum Reverse Exchangeable Notes due May 22, 2009 Linked to the Least Performing Common Stock of American International Group, Inc. and Citigroup Inc.

4