On February 23, 2009, JPMorgan Chase & Co. issued a press release announcing that the Board of Directors has reduced the company's quarterly common stock dividend from $0.38 to $0.05 per share, effective for the dividend payable April 30, 2009, to shareholders of record on April 6, 2009. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

(d) Exhibits

Exhibit No.                  Description
   99.1        Press Release, dated February 23, 2009.


                                                  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.

Date: February 24, 2009 By:/s/ Anthony J. Horan Anthony J. Horan Corporate Secretary