Item 8.01 Other Events.

As previously announced, on August 4, 2009 JPMorgan Chase & Co. (the "Company") launched an offer to purchase (the "Offer") any and all guaranteed capital debt securities (collectively, the "capital securities") issued by seven wholly owned Delaware statutory trusts ("issuer trusts"), specifically: (i) the Global Floating Rate Capital Securities, Series B, issued by Chase Capital II,
(ii) the Floating Rate Capital Securities, Series C, issued by Chase Capital III, (iii) the Floating Rate Capital Securities, Series F, issued by Chase Capital VI, (iv) the Floating Rate Capital Securities, Series M, issued by JPMorgan Chase Capital XIII, (v) the Floating Rate Capital Securities, Series U, issued by JPMorgan Chase Capital XXI ("Capital XXI"), (vi) the Floating Rate Capital Securities, Series W, issued by JPMorgan Chase Capital XXIII ("Capital XXIII") and (vii) the Floating Rate Preferred Securities issued by First Chicago NBD Capital I ("NBD Capital"). The Offer expired at 11:59 p.m. on August 11, 2009.

As described in the offer to purchase for the Offer, following the Company's purchase of capital securities pursuant to the Offer, the Company merged each issuer trust (other than NBD Capital) into a new Delaware statutory trust, and amended the trust agreement governing NBD Capital, in each case as permitted by the terms of the issuer trusts' governing documents, to facilitate the retirement of the capital securities acquired by the Company in the Offer. Following the mergers and the amendment, the capital securities acquired by the Company in the Offer (and a like amount of junior subordinated deferrable interest debentures of the Company held by the respective issuer trusts) were retired and canceled.

Neither the mergers nor the amendment affected the terms of the capital securities that were not tendered in the Offer and that remain outstanding.

In connection with the mergers of issuer trusts Capital XXI and Capital XXIII, the Company entered into (1) a Supplement, dated as of August 27, 2009 (the "Capital XXI Supplement"), to the Replacement Capital Covenant, dated as of February 2, 2007, of the Company for Capital XXI, in favor and for the benefit of each Covered Debtholder (as defined therein), and (2) a Supplement, dated as of August 27, 2009 (the "Capital XXIII Supplement"), to the Replacement Capital Covenant, dated as of May 24, 2007, of the Company for Capital XXIII, in favor and for the benefit of each Covered Debtholder (as defined therein). The Capital XXI Supplement and the Capital XXIII Supplement provide that the Replacement Capital Covenants of Capital XXI and Capital XXIII, respectively, continue to apply to the capital securities issued by the issuer trusts that are the successors in interest to Capital XXI and Capital XXIII. The Capital XXI Supplement and the Capital XXIII Supplement are filed as Exhibits 4.1 and 4.2, respectively, to this Report on Form 8-K and are each incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

4.1. Supplement, dated as of August 27, 2009, to the Replacement Capital Covenant, dated as of February 2, 2007, of JPMorgan Chase & Co., in favor of and for the benefit of each Covered Debtholder (as defined in the Replacement Capital Covenant).

4.2. Supplement, dated as of August 27, 2009, to the Replacement Capital Covenant, dated as of May 24, 2007, of JPMorgan Chase & Co., in favor of and for the benefit of each Covered Debtholder (as defined in the Replacement Capital Covenant).