Initial Statement of Beneficial Ownership


FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Erdoes Mary E.

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/30/2009 

3. Issuer Name and Ticker or Trading Symbol

J P MORGAN CHASE & CO [JPM]

(Last)        (First)        (Middle)

JPMORGAN CHASE & CO., 270 PARK AVENUE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Managing Director /

(Street)

NEW YORK, NY 10022       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   (1) 328689   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights     (2) 1/20/2019   Common Stock   500000   $19.49   D    
Stock Appreciation Rights     (3) 10/20/2015   Common Stock   100000   $34.78   D    
Stock Appreciation Rights     (4) 10/18/2017   Common Stock   200000   $45.79   D    
Stock Appreciation Rights     (5) 10/19/2016   Common Stock   200000   $46.79   D    
Stock Option (Right to Buy)     (6) 1/17/2012   Common Stock   25645   $36.85   D    
Stock Option (Right to Buy)     (6) 1/18/2011   Common Stock   50561   $51.22   D    

Explanation of Responses:
( 1)  Includes awards of restricted stock units of which 67,456 units vest on January 25, 2010, 127,809 units vest on January 25, 2011, and 82,115 units vest on January 25, 2012.
( 2)  Stock Appreciation Rights, which have a ten-year term, become exercisable in five equal annual installments beginning January 20, 2010. Shares resulting from exercise must be held at least 5 years from the grant date.
( 3)  SARs vest and become exercisable in three equal annual installments beginning October 20, 2008.
( 4)  SARs vest and become exercisable in five equal annual installments beginning October 18, 2008.
( 5)  SARs vest and become exercisable in three equal annual installments beginning October 19, 2009.
( 6)  Currently exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Erdoes Mary E.
JPMORGAN CHASE & CO.
270 PARK AVENUE
NEW YORK, NY 10022


Managing Director

Signatures
/s/ Anthony Horan under POA 10/5/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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JPMorgan Chase & Co.

Power of Attorney

For Preparing, Signing and Filing Certain Reports with the SEC

KNOW ALL BY THESE PRESENTS , that the undersigned in his or her capacity as an officer or director of JPMorgan Chase & Co. ("JPMC") hereby constitutes and appoints each of Stephen M. Cutler, Anthony J. Horan, Neila B. Radin and Carin S. Reddish, signing singly, his/her true and lawful attorney-in-fact to:

(1) prepare and execute for and on behalf of the undersigned in connection with transactions in JPMC securities (a) any and all forms of report, including amendments to such reports, required to be made pursuant to Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and related rules of the Securities and Exchange Commission ("SEC") and (b) any documents or reports which may be required under SEC Rule 144 to permit the undersigned to sell JPMC common stock without registration under the Securities Act of 1933 (the "1933 Act'') in reliance on Rule 144 as amended from time to time;

(2) apply for Edgar codes on behalf of the undersigned to enable electronic filings with the SEC;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable for the preparation and timely filing of any such reports, documents and reports with the SEC, any United States stock exchange, and any other authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers hereby granted. The undersigned acknowledges that none of the foregoing attorneys-in-fact in serving in such capacity at the request of the undersigned is assuming any of the undersigned's responsibilities to comply with either the Exchange Act or the 1933 Act.

IN WITNESS WHEREOF , the undersigned has executed this Power of Attorney as of September 30, 2009.

/s/ Mary E. Erdoes
Mary E. Erdoes