On November 26, 2008, JPMorgan Chase & Co. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities Inc. and the other several Underwriters named in Schedule A thereto with respect to the offer and sale by the Company of $5,000,000,000 3.125% Guaranteed Notes due 2011, $1,000,000,000 Floating Rate Guaranteed Notes due 2010 and $500,000,000 Floating Rate Guaranteed Notes due 2011 (collectively, the "Notes").

A copy of the form of the Underwriting Agreement is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference. The Company may from time to time enter into additional underwriting agreements in the form of the Underwriting Agreement in connection with offerings of its senior debt securities guaranteed by the Federal Deposit Insurance Corporation (the "FDIC") pursuant to the FDIC's Temporary Liquidity Guarantee Program established pursuant to 12 C.F.R. Part 370 (the "Temporary Liquidity Guarantee Program").

On December 2, 2008, the Company and Deutsche Bank Trust Company Americas (the "Trustee") entered into a Second Supplemental Indenture (the "Supplemental Indenture") to the Indenture dated as of December 1, 1989, between the Company and the Trustee, as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of March 29, 1996, and as amended by the First Supplemental Indenture, dated as of November 1, 2007. The Supplemental Indenture includes a form of note representing the Notes (the "Form of Note").

A copy of the Supplemental Indenture is included as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference. A copy of the Form of Note is included as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference. The Company may from time to time issue additional senior debt securities guaranteed by the FDIC pursuant to the Temporary Liquidity Guarantee Program in the form of the Form of Note.

(d) Exhibits

Exhibits 1.1, 4.1 and 4.2 shall not be deemed filed with respect to the Company's registration statements other than the Company's registration statement on Form S-3, File No. 333-146731, except as may otherwise be specified in the Company's registration statements or other filings with the Securities and Exchange Commission.

               Exhibit No.   Description

                   1.1       Form of Underwriting Agreement

                   4.1       Supplemental Indenture

                   4.2       Form of Note (included in Exhibit 4.1)